SMART FOR LIFE, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on July 1, 2021, Smart for Life, Inc. and certain of its subsidiaries (collectively, the "Company") entered into a loan agreement, which was amended on June 29, 2022 (as amended, the "Loan Agreement"), with Diamond Creek Capital, LLC (the "Lender") for a term loan in the principal amount of up to $3,000,000 (the "Loan"). The Loan bears interest at a rate of 15.0% per annum, provided that upon an event of default, such rate shall increase by 5%. The Loan was due and payable on the earlier of July 1, 2022 or upon completion of the Company's initial public offering in February 2022. The Company repaid a portion of the Loan from the proceeds of such initial public offering. In connection with such repayment, the Lender agreed that the remaining balance was due and payable on January 1, 2023. The Loan is secured by all of the Company's assets and the Loan Agreement contains customary events of default and financial and other covenants for a loan of this type.

On December 29, 2022, the Company and the Lender entered into a Second Amendment to Loan Agreement (the "Amendment") to amend the terms of the Loan Agreement. Pursuant to the Amendment, the maturity date was extended to July 1, 2023 and certain financial covenants set forth in the Loan Agreement were amended, as more particularly described in the Amendment. The Lender also waived certain financial covenants set forth in the Loan Agreement. As consideration for entering into the Amendment, the Company agreed to pay the Lender an extension, waiver and amendment fee of $30,000 concurrent with entering into the Amendment.

The foregoing summary of the terms and conditions of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment attached as Exhibit 10.1 hereto, which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.   Description of Exhibit
10.1            Second Amendment to Loan Agreement, dated December 29, 2022, between
              Smart for Life, Inc. and Diamond Creek Capital, LLC
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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