Press Release

Video Represents Latest in the Company’s “Director’s Forum” Series – Observations from the Company’s Independent Directors

Miami, FL – June 21, 2022 – Globe Newswire – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a high growth global leader in the Health & Wellness sector marketing and manufacturing nutritional foods and supplements worldwide, announced that it has released a video interview with Roger Conley Wood, an independent director on Smart for Life’s Board.

“We are pleased to release our latest corporate video on Roger Conley Wood,” stated Darren Minton, Smart for Life’s Chief Executive Officer. “Roger has been an indispensable member of our board since we first went public on Nasdaq.  His deep knowledge and dedication to product design and brand identity for global brands such as Reebok, Motorola and the Hearst Corporation represents an impressive body of work. Recently, Roger has been exploring the role of data science, machine learning and artificial intelligence in the design of consumer goods and services, in addition to employing predictive analytics to determine which celebrities are most capable of carrying a successful brand.  We look forward to leveraging Roger’s knowledge as we continue to expand our brand portfolio through accretive acquisitions in the health and wellness space.”

The “Director’s Forum” represents a video series featuring the independent members of Smart for Life’s board of directors, their backgrounds and their individual views on the Company and its growth strategy.  This installment highlights Roger Conley Wood, a seasoned executive with over 25 years of experience serving in C-level positions with various technology and consumer product businesses and one of Smart for Life’s independent directors since February 2022.

The Smart for Life “Director’s Forum” video featuring Mr. Wood can be found here:  www.smartforlifecorp.com/2023/06/20/video-smfl-director-roger-wood.

About Roger Conley Wood
Mr. Wood has been a member of Smart for Life’s board of directors since February 2022. Mr. Wood is a seasoned executive with over 25 years of experience serving in C-level positions with various technology and consumer product businesses. He is currently Chairman of Conley Holdings, a private family company with interests in Homebuilding, Fashion, Training & Education, Pet Care, Media & Entertainment and Personal Care sectors. He served as the Chief Executive Officer and Managing Partner of Blue Bear Brands, a marketing consultancy specializing in predicative analytics and machine learning, from 2014 to 2020. He previously held senior management positions with Hearst Corporation, Orca Payments, Amobee Media, Willis Group, Reebok International, Omnipoint Voicestream and Motorola. He has served on the board of directors of numerous private companies and the board of trustees for the Wardlaw-Hartridge School, Global Alumni Board of Harvard Business School, Junior Achievement and the British American Business Council. Mr. Wood obtained his B.A. in Marketing and Statistics from Morehouse College and his Master’s in Business Administration from Harvard University.

About Smart for Life, Inc.

Smart for Life, Inc. (Nasdaq: SMFL) is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutritional and related products with an emphasis on health and wellness. Structured as a publicly held global holding company, the Company is executing a Buy-and-Build strategy with serial accretive acquisitions creating a vertically integrated company with an objective of aggregating companies generating a minimum of $300 million in revenues by the fourth quarter of 2026. To drive growth and earnings, Smart for Life is developing proprietary products as well as acquiring other profitable companies, encompassing brands, manufacturing and distribution channels. The Company currently operates five subsidiaries including Doctors Scientific Organica, Nexus Offers, Bonne Santé Natural Manufacturing, GSP Nutrition/Sports Illustrated Nutrition and Ceautamed Worldwide/Greens First. For more information about Smart for Life, please visit: www.smartforlifecorp.com.

Video regarding the Company’s manufacturing facility at Bonne Santé Natural Manufacturing is available at: www.bonnesantemanufacturing.com/video.

Investor material and a Fact Sheet with additional information about Smart for Life is available at: www.smartforlifecorp.com/investor-center.

Forward-Looking Statements
This press release may contain information about our views of future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on management’s beliefs, assumptions and expectations of Smart for Life’s future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Although Smart for Life believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Smart for Life does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. No assurances can be made that Smart for Life will successfully acquire its acquisition targets. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause Smart for Life’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in our filings with the Securities and Exchange Commission.

Investor Relations Contact
Crescendo Communications, LLC
Tel: (212) 671-1021
SMFL@crescendo-ir.com

Proceeds to Accelerate Revenue Growth Through Sales Initiatives and Additional Product Launches

Transformative Event Includes Conversion of Approximately $6 Million of Debt into Equity, $4.5 Million of Warrant Conversions and Conversion of $1.2 Million of Accrued Compensation by Management and the Board of Directors

Miami, FL – May 31, 2023 – Globe Newswire – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a high growth global leader in the Health & Wellness sector marketing and manufacturing nutritional foods and supplements worldwide, today announced the release of a video statement by Darren Minton, CEO of Smart for Life, regarding the company’s successful initiatives as it refinances its capital structure, enhances its balance sheet and utilizes the proceeds to accelerate revenue growth.

These initiatives include the Company’s previously announced conversion of approximately $6 million of debt into equity, as well as over $1.2 million of deferred compensation for Smart for Life’s executive management team and the Company’s board of directors into equity under the same terms. More specifically, the aforementioned conversions are being made into the Company’s Series B preferred stock, par value $0.0001 per share, that is convertible into common stock at an exercise price of $2.23 per share. Lastly, more than 3.5 million shares of warrant conversions have been exercised, resulting in gross proceeds in excess of $4.5 million for Smart for Life.

“Our management team and board of directors are excited to announce this successful reorganization of our capital structure and achieving a significant transformation of our balance sheet,” stated Darren Minton, CEO of Smart for Life. “Not only does this include conversion of $6 million of debt to equity and $1.2 million of deferred compensation by the executive management team and board of directors that we previously announced on Friday, but we also announced warrant exercises, resulting in a cash infusion of over $4.5 million into Smart for Life. We believe these major milestones further support our Nasdaq listing, as well as position Smart for Life for significant growth over the coming weeks and months with additional product launches and sales activity. We look forward to providing additional updates shortly on our exciting operational achievements and further news on our M&A developments in short order.”

The video statement featuring Smart for Life’s CEO Darren Minton can be found here:
www.smartforlifecorp.com/2023/05/29/video-smfl-ceo-darren-minton/.

About Smart for Life, Inc.
Smart for Life, Inc. (Nasdaq: SMFL) is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutritional and related products with an emphasis on health and wellness. Structured as a publicly held global holding company, the Company is executing a Buy-and-Build strategy with serial accretive acquisitions creating a vertically integrated company with an objective of aggregating companies generating a minimum of $300 million in revenues by the fourth quarter of 2026. To drive growth and earnings, Smart for Life is developing proprietary products as well as acquiring other profitable companies, encompassing brands, manufacturing and distribution channels. The Company currently operates five subsidiaries including Doctors Scientific Organica, Nexus Offers, Bonne Santé Natural Manufacturing, GSP Nutrition and Ceautamed Worldwide. For more information about Smart for Life, please visit: www.smartforlifecorp.com.

Video regarding the Company’s manufacturing facility at Bonne Santé Natural Manufacturing is available at: www.bonnesantemanufacturing.com/video.

Investor material and a Fact Sheet with additional information about Smart for Life is available at: www.smartforlifecorp.com/investor-center.

Forward-Looking Statements
This press release may contain information about our views of future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on management’s beliefs, assumptions and expectations of Smart for Life’s future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Although Smart for Life believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Smart for Life does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. No assurances can be made that Smart for Life will successfully acquire its acquisition targets. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause Smart for Life’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in our filings with the Securities and Exchange Commission.

Disclaimer
The information provided in this press release is intended for general knowledge only and is not a substitute for professional medical advice or treatment for specific medical conditions. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding a medical condition. This information is not intended to diagnose, treat, cure or prevent any disease.

Investor Relations Contact
Crescendo Communications, LLC
Tel: (212) 671-1021
SMFL@crescendo-ir.com

Miami, FL – May 30, 2023 – Globe Newswire – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a high growth global leader in the Health & Wellness sector marketing and manufacturing nutritional foods and supplements worldwide, today announced the agreement by several accredited investors to exercise certain outstanding warrants to purchase up to an aggregate of 3,513,750 shares of common stock of the Company issued by the Company on July 1, 2021 and August 18, 2021, each having an exercise price of $2.59 per share, at a reduced exercise price of $1.30 per share. The shares of common stock issuable upon exercise of the warrants are registered pursuant to an effective registration statement on Form S-3 (File No. 333-271701). The gross proceeds to the Company from the exercise of the warrants are expected to be approximately $4.5 million, prior to deducting placement agent fees and estimated offering expenses.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the warrants for cash, the exercising holders will receive new unregistered warrants to purchase shares of common stock. The new warrants will be exercisable into an aggregate of up to 7,027,500 shares of common stock, at an exercise price of $2.17 per share and have a term of exercise equal to five and one-half years.

The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Smart for Life, Inc.
Smart for Life, Inc. (Nasdaq: SMFL) is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutritional and related products with an emphasis on health and wellness. Structured as a publicly held global holding company, the Company is executing a Buy-and-Build strategy with serial accretive acquisitions creating a vertically integrated company with an objective of aggregating companies generating a minimum of $300 million in revenues by the fourth quarter of 2026. To drive growth and earnings, Smart for Life is developing proprietary products as well as acquiring other profitable companies, encompassing brands, manufacturing and distribution channels. The Company currently operates five subsidiaries including Doctors Scientific Organica, Nexus Offers, Bonne Santé Natural Manufacturing, GSP Nutrition and Ceautamed Worldwide. For more information about Smart for Life, please visit: www.smartforlifecorp.com.

Forward-Looking Statements
This press release may contain information about our views of future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on management’s beliefs, assumptions and expectations of Smart for Life’s future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Although Smart for Life believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Smart for Life does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. No assurances can be made that Smart for Life will successfully acquire its acquisition targets. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause Smart for Life’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in our filings with the Securities and Exchange Commission.

Investor Relations Contact
Crescendo Communications, LLC
Tel: (212) 671-1021
SMFL@crescendo-ir.com

Conversion Includes Over $5.8 Million of Debt into Equity and Over $1.2 Million by Executive Management and the Board of Directors

Miami, FL – May 26, 2023 – Globe Newswire – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a high growth global leader in the Health & Wellness sector marketing and manufacturing nutritional foods and supplements worldwide, today announced a series of related transactions in support of a comprehensive plan to refinance its capital structure and enhance its balance sheet.

This refinancing includes the Company’s successful conversion of over $5.8 million of debt into equity. In addition, over $1.2 million of deferred compensation for Smart for Life’s executive management team and the Company’s board of directors is being converted into equity under the same terms. More specifically, the aforementioned conversions are being made into the Company’s Series B preferred stock, par value $0.0001 per share, that is convertible into common stock at an exercise price of $2.23 per share.

“Smart for Life is pleased to announce this successful refinancing of our capital structure and achieving a significant transformation of our balance sheet as a result,” stated Darren Minton, CEO of Smart for Life. “We appreciate the overwhelming support of our note holders who were willing to convert over $5.8 million of debt to equity, significantly improving our balance sheet and increasing our shareholders’ equity.  In addition, we believe converting $1.2 million of deferred compensation by the executive management team and board of directors demonstrates our alignment and confidence in the outlook for the business.  We believe these steps will not only unlock significant value for shareholders, but also help further support our listing on Nasdaq. Overall, we believe Smart for Life is positioning itself for significant growth as we transform our balance sheet and continue working towards our near-term goal of $100 million in annualized revenues and sustainable profitability.”

Additional details regarding the transactions will be available in the Company’s filings with the Securities and Exchange Commission and on the Company’s website.

About Smart for Life, Inc.
Smart for Life, Inc. (Nasdaq: SMFL) is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutritional and related products with an emphasis on health and wellness. Structured as a publicly held global holding company, the Company is executing a Buy-and-Build strategy with serial accretive acquisitions creating a vertically integrated company with an objective of aggregating companies generating a minimum of $300 million in revenues by the fourth quarter of 2026. To drive growth and earnings, Smart for Life is developing proprietary products as well as acquiring other profitable companies, encompassing brands, manufacturing and distribution channels. The Company currently operates five subsidiaries including Doctors Scientific Organica, Nexus Offers, Bonne Santé Natural Manufacturing, GSP Nutrition and Ceautamed Worldwide. For more information about Smart for Life, please visit: www.smartforlifecorp.com.

Forward-Looking Statements
This press release may contain information about our views of future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on management’s beliefs, assumptions and expectations of Smart for Life’s future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Although Smart for Life believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Smart for Life does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. No assurances can be made that Smart for Life will successfully acquire its acquisition targets. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause Smart for Life’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in our filings with the Securities and Exchange Commission.

Investor Relations Contact
Crescendo Communications, LLC
Tel: (212) 671-1021
SMFL@crescendo-ir.com

Stock Split is a Key Element of Company’s Strategic Initiatives as It Prepares for Next Generation of Its Acquisition Financings

Miami, FL – May 22, 2023 – Globe Newswire – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a high growth global leader in the Health & Wellness sector marketing and manufacturing nutritional foods and supplements worldwide, today provided a business update and reported financial results for the three months ended March 31, 2023.

“We continue to leverage our buy-and-build M&A strategy that is focused on both vertical and horizontal integration, as well as focusing on our manufacturing capabilities and developing proprietary products as part of our organic growth initiatives,” stated Darren Minton, Smart for Life’s Chief Executive Officer. “Towards that end, we recently announced that we have launched an innovative line of proprietary and healthy high protein ice cream bars, representing a completely new functional food product category for Smart for Life. We also launched a line of Greens First Children’s Chewable Multivitamins which represents a new product offering for the Greens Frist brand. Although our revenues decreased in Q1 2023, due to cash constraints and fulfillment delays, we are confident that as we execute on the growing sales pipeline and purchase orders, our sales should rapidly increase.  Also, despite these delays, we have significantly reduced our losses and improved our cash flow. As a result, we believe we are well positioned for significant organic growth and improved profitability in 2023.”

Mr. Minton continued, “We are on track to close the eCommerce nutraceuticals company acquisition in the second quarter. The target is currently generating estimated revenue in excess of $10 million and over $2 million of EBITDA for the trailing twelve months. We expect to realize an economic benefit of this acquisition when we migrate the target’s contract manufacturing to our Bonne Santé Natural Manufacturing facility in Miami. Currently, the target’s contract manufacturing expenditures are in excess of $5 million annually, which we project would make our Bonne Santé Natural Manufacturing facility immediately profitable.”

“The nutraceutical industry is highly fragmented, is experiencing significant growth and is expected to reach $720 billion in size by 2027,” stated A.J. Cervantes, Jr., Chairman of Smart for Life. “Our acquisition pipeline is robust, and subject to obtaining necessary financing, our goal is to be at a minimum of $100 million in annualized revenues in the next twelve months based on anticipated acquisitions and organic growth. We are currently engaged in negotiation with four prospective transactions in various stages, representing the potential for approximately $75 million in additional revenue. Our objective is to achieve $300 million in revenues by the fourth quarter of 2026, subject to obtaining necessary financing to complete targeted acquisitions.”

Alan Bergman, Smart for Life’s Chief Financial Officer, said, “We continue to carefully manage expenses and reduced general and administrative expenses by $626,648, or 36.39% to $1.1 million for Q1 2023, compared to Q1 2022. We also strengthened our balance sheet recently by raising $900,000 in equity financing. As we seek to execute on our “Buy and Build” strategy by acquiring cash flow positive companies at attractive multiples, we believe we are well positioned to achieve strong revenue growth and drive value for our shareholders.”

Financial Results

Revenue was $2.4 million for the three months ended March 31, 2023, compared to $4.5 million for the three months ended March 31, 2022. The decrease in revenue was primarily due to a delay in financing, which led to a temporary delay in production. Gross profit was approximately $827 thousand for the three months ended March 31, 2023, compared to $1.5 million for the same period last year. Net loss was $4.3 million for the three months ended March 31, 2023, as compared to $16.6 million for the three months ended March 31, 2022.

EBITDA and Adjusted EBITDA

The Company reported an Adjusted EBITDA loss of $1.9 million in Q1 2023, as compared to Adjusted EBITDA loss of $1.8 million in Q1 2022. The Company defines EBITDA as earnings before interest, taxes and depreciation and amortization. The Company defines Adjusted EBITDA as earnings before related party consulting fees, stock-based compensation, stock issued for services, bad debt expense, IPO related expenses, and gain on debt extinguishment.  Both EBITDA and Adjusted EBITDA are not measures of performance calculated in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”), and should not be considered in isolation of, or as a substitute for, earnings as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. The Company believes the presentation of EBITDA and Adjusted EBITDA is relevant and useful by enhancing the readers’ ability to understand the Company’s operating performance. The Company’s management utilizes EBITDA and Adjusted EBITDA as means to measure performance. The Company’s measurements of EBITDA and Adjusted EBITDA may not be comparable to similar titled measures reported by other companies. The table below reconciles EBITDA and Adjusted EBITDA, both non-GAAP measures, to GAAP numbers for net loss for the three months ended March 31, 2023 and 2022.

Forward Guidance

In December 2022, the Company completed a restructuring and recapitalization as disclosed in its previous SEC filings and announcements.  As a result of these actions, the Company was able to secure additional equity funding in the second quarter of 2023, which has already begun to positively impact the Company’s operations. In turn, the Company anticipates the additional working capital derived from such funding may have a material impact on revenue in the third and fourth quarters of 2023.  Given the high fixed cost nature of the business, the Company anticipates that, if it continues to grow revenue as expected, both organically and through acquisitions, it can begin to generate positive cash flow with incremental operating margins.

About Smart for Life, Inc.

Smart for Life, Inc. (Nasdaq: SMFL) is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutritional and related products with an emphasis on health and wellness. Structured as a publicly held global holding company, the Company is executing a Buy-and-Build strategy with serial accretive acquisitions creating a vertically integrated company with an objective of aggregating companies generating a minimum of $300 million in revenues by the fourth quarter of 2026. To drive growth and earnings, Smart for Life is developing proprietary products as well as acquiring other profitable companies, encompassing brands, manufacturing and distribution channels. The Company currently operates five subsidiaries including Doctors Scientific Organica, Nexus Offers, Bonne Santé Natural Manufacturing, GSP Nutrition and Ceautamed Worldwide. For more information about Smart for Life, please visit: www.smartforlifecorp.com.

The Company’s previously issued letter to shareholders is available at: www.smartforlifecorp.com/2023/01/12/smart-for-life-ceo-issues-year-end-letter-to-shareholders/.

The Company recently released a video report from A.J. Cervantes, Jr., the Company’s Chairman.   That report can be accessed here: https://smartforlifecorp.com/2023/04/02/chairmans-video-report/.

 Forward-Looking Statements

This press release may contain information about our views of future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on management’s beliefs, assumptions and expectations of Smart for Life’s future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Although Smart for Life believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Smart for Life does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. No assurances can be made that Smart for Life will successfully acquire its acquisition targets. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause Smart for Life’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in our filings with the Securities and Exchange Commission.

Disclaimer

The information provided in this press release is intended for general knowledge only and is not a substitute for professional medical advice or treatment for specific medical conditions. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding a medical condition. This information is not intended to diagnose, treat, cure or prevent any disease.

Investor Relations Contact
Crescendo Communications, LLC
Tel: (212) 671-1021
SMFL@crescendo-ir.com

Miami, FL – May 2, 2023 – Globe Newswire – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a high growth global leader in the Health & Wellness sector marketing and manufacturing nutritional foods and supplements worldwide, today announced that it has closed its previously announced registered direct offering with a single institutional investor for the purchase and sale of 280,601 shares of the Company’s common stock (or common stock equivalents) at a purchase price of $3.205 per share of common stock priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company issued to the investor unregistered common stock purchase warrants (the “Warrants”). The Warrants to purchase up to 280,601 shares of common stock have an exercise price of $3.08 per share and are immediately exercisable for a period of five and one-half years following issuance.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offerings.

The gross proceeds to the Company from these offerings were approximately $900,000, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from these offerings for working capital and other general corporate purposes.

The shares of common stock (and common stock equivalents) described above were offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-271052) previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on April 10, 2023. The offering of the shares of common stock (and common stock equivalents) were made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering was filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at placements@hcwco.com.

The Warrants described above were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the Warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the Warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Smart for Life, Inc.
Smart for Life, Inc. (Nasdaq: SMFL) is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutritional and related products with an emphasis on health and wellness. Structured as a publicly held global holding company, the Company is executing a Buy-and-Build strategy with serial accretive acquisitions creating a vertically integrated company with an objective of aggregating companies generating a minimum of $300 million in revenues by the fourth quarter of 2026. To drive growth and earnings, Smart for Life is developing proprietary products as well as acquiring other profitable companies, encompassing brands, manufacturing and distribution channels. The Company currently operates five subsidiaries including Doctors Scientific Organica, Nexus Offers, Bonne Santé Natural Manufacturing, GSP Nutrition and Ceautamed Worldwide. For more information about Smart for Life, please visit: www.smartforlifecorp.com.

Forward-Looking Statements
This press release may contain information about our views of future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on management’s beliefs, assumptions and expectations of Smart for Life’s future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Although Smart for Life believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Smart for Life does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. No assurances can be made that Smart for Life will successfully acquire its acquisition targets. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause Smart for Life’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in our filings with the Securities and Exchange Commission.

Investor Relations Contact
Crescendo Communications, LLC
Tel: (212) 671-1021
SMFL@crescendo-ir.com

Miami, FL – May 2, 2023 – Globe Newswire – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a high growth global leader in the Health & Wellness sector marketing and manufacturing nutritional foods and supplements worldwide, today announced that it has entered into a definitive agreement with a single institutional investor for the purchase and sale of 280,601 shares of the Company’s common stock (or common stock equivalents) at a purchase price of $3.205 per share of common stock in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company will issue to the investor unregistered common stock purchase warrants (the “Warrants”). The Warrants to purchase up to 280,601 shares of common stock have an exercise price of $3.08 per share and are immediately exercisable for a period of five and one-half years following issuance. The closing of the registered direct offering and the concurrent private placement is expected to occur on or about May 5, 2023, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.

The gross proceeds to the Company from these offerings are expected to be approximately $900,000, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from these offerings for working capital and other general corporate purposes.

The shares of common stock (and common stock equivalents) described above are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-271052) previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on April 10, 2023. The offering of the shares of common stock (and common stock equivalents) is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at placements@hcwco.com.

The Warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the Warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the Warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Smart for Life, Inc.
Smart for Life, Inc. (Nasdaq: SMFL) is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutritional and related products with an emphasis on health and wellness. Structured as a publicly held global holding company, the Company is executing a Buy-and-Build strategy with serial accretive acquisitions creating a vertically integrated company with an objective of aggregating companies generating a minimum of $300 million in revenues by the fourth quarter of 2026. To drive growth and earnings, Smart for Life is developing proprietary products as well as acquiring other profitable companies, encompassing brands, manufacturing and distribution channels. The Company currently operates five subsidiaries including Doctors Scientific Organica, Nexus Offers, Bonne Santé Natural Manufacturing, GSP Nutrition and Ceautamed Worldwide. For more information about Smart for Life, please visit: www.smartforlifecorp.com.

Forward-Looking Statements
This press release may contain information about our views of future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on management’s beliefs, assumptions and expectations of Smart for Life’s future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Although Smart for Life believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Smart for Life does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. No assurances can be made that Smart for Life will successfully acquire its acquisition targets. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause Smart for Life’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in our filings with the Securities and Exchange Commission.

Investor Relations Contact
Crescendo Communications, LLC
Tel: (212) 671-1021
SMFL@crescendo-ir.com