LIFECORE BIOMEDICAL REPORTS MATERIAL AGREEMENT, NEW OBLIGATION

Ticker: LFCR · Form: 8-K · Filed: Jan 5, 2024 · CIK: 1005286

Lifecore Biomedical, Inc. \De\ 8-K Filing Summary
FieldDetail
CompanyLifecore Biomedical, Inc. \De\ (LFCR)
Form Type8-K
Filed DateJan 5, 2024
Risk Levelmedium
Pages6
Reading Time7 min
Sentimentmixed

Complexity: simple

Sentiment: mixed

Topics: material-agreement, debt, corporate-action

TL;DR

**LifeCore Biomedical just took on new debt and signed a big deal, watch for details!**

AI Summary

LifeCore Biomedical, Inc. filed an 8-K on January 5, 2024, reporting events that occurred on December 31, 2023. The filing indicates the company entered into a material definitive agreement and created a direct financial obligation, which are significant corporate actions. This matters to investors because such agreements and obligations can impact the company's financial health, future growth prospects, and potentially the stock's valuation.

Why It Matters

This filing signals significant corporate actions that could alter LifeCore Biomedical's financial structure and operational strategy, directly affecting its future profitability and stock performance.

Risk Assessment

Risk Level: medium — Entering into material agreements and financial obligations introduces both opportunities and risks, the specifics of which are not fully detailed in this summary filing.

Analyst Insight

A smart investor would monitor subsequent filings and company announcements for specific details about the material definitive agreement and the nature of the financial obligation to assess their potential impact on the company's valuation and future prospects.

Key Players & Entities

  • LIFECORE BIOMEDICAL, INC. (company) — the registrant filing the 8-K
  • December 31, 2023 (date) — date of the earliest event reported
  • January 5, 2024 (date) — date the 8-K was filed
  • 000-27446 (other) — Commission file number
  • 94-3025618 (other) — IRS Employer Identification No.
  • 3515 Lyman Boulevard, Chaska, Minnesota 55318 (other) — principal executive offices address
  • 952-368-4300 (other) — registrant's telephone number
  • LFCR (other) — trading symbol for Common Stock
  • The NASDAQ Global Select Market (other) — exchange where Common Stock is registered

Forward-Looking Statements

  • Further details regarding the material definitive agreement and financial obligation will be disclosed in subsequent filings or earnings calls. (LIFECORE BIOMEDICAL, INC.) — high confidence, target: Q1 2024

FAQ

What was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on December 31, 2023.

What specific items were reported in this 8-K filing by LifeCore Biomedical, Inc.?

LifeCore Biomedical, Inc. reported 'Entry into a Material Definitive Agreement' and 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant', along with 'Regulation FD Disclosure' and 'Financial Statements and Exhibits'.

What is the trading symbol and exchange for LifeCore Biomedical, Inc.'s Common Stock?

The trading symbol for LifeCore Biomedical, Inc.'s Common Stock is LFCR, and it is registered on The NASDAQ Global Select Market.

When was this 8-K filing submitted to the SEC?

This 8-K filing was submitted to the SEC on January 5, 2024.

What is the business address of LifeCore Biomedical, Inc.?

The business address of LifeCore Biomedical, Inc. is 3515 Lyman Boulevard, Chaska, Minnesota 55318.

Filing Stats: 1,690 words · 7 min read · ~6 pages · Grade level 13.3 · Accepted 2024-01-05 16:09:41

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Limited Waivers and Amendments to Credit Agreements On December 31, 2023, Lifecore Biomedical, Inc. (the "Company") entered into (i) that certain Limited Waiver and First Amendment to Credit and Guaranty Agreement (the "Alcon Amendment"), by and among Alcon Research, LLC ("Alcon"), the Company, and certain subsidiaries of the Company, which amended that certain Credit and Guaranty Agreement, dated May 22, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Alcon Amendment, the "Term Loan Credit Agreement"), by and among the Company, Curation Foods, Inc. ("Curation") and Lifecore Biomedical Operating Company, Inc. ("Lifecore" and, together with the Company and Curation, the "Borrowers"), certain of the Company's other subsidiaries, as guarantors, and Alcon, as administrative agent, collateral agent and lender, and (ii) that certain Limited Waiver and Sixth Amendment to Credit Agreement (the "BMO Amendment" and, together with the Alcon Amendment, the "Credit Agreement Amendments") by and among the Borrowers, certain of the Company's other subsidiaries, and BMO Harris Bank, N.A. ("BMO"), which amended that certain Credit Agreement, dated as of December 31, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the BMO Amendment, the "Revolving Credit Agreement"), by and among the Borrowers, certain of the Company's other subsidiaries, as guarantors, and BMO. The Alcon Amendment provides for, among other things, (i) a waiver of the specified defaults listed therein under the Term Loan Credit Agreement as of the date of the Alcon Amendment, (ii) a waiver of the requirement to deliver certain historical financial statements, (iii) the inclusion of a requirement that the Company notify Alcon in advance of any layoff(s) by the Company and/or its subsidiaries that would result in a reduction in the overall headcount of the Company's

01 Regulation of FD Disclosure

Item 7.01 Regulation of FD Disclosure. On January 5, 2024, the Company issued a press release announcing the Alcon Amendment, the BMO Amendment, the Amended and Restated CMA, and the Supply Agreement Amendment, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibit. The following exhibits are furnished as part of this report: Exhibit No. Description 1 0 .1 Limited Waiver and First Amendment to that certain Credit and Guaranty Agreement, dated May 22, 2023, by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and Alcon Research, LLC, as lender, administrative agent and collateral agent. 1 0.2 Limited Waiver and Sixth Amendment to that certain Credit Agreement, dated December 31, 2020, by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and BMO Harris Bank, N.A., as lender and administrative agent. 10 . 3+ Amended and Restated Contract Manufacturing Agreement, dated December 31, 2023, by and between Lifecore Biomedical, Inc. and Alcon Research, LLC. 10 . 4+ Amendment No. 1 to that certain Amended and Restated Supply Agreement, dated May 3, 2023, by and between Lifecore Biomedical, Inc. and Alcon Research, LLC. 99.1 Press Release of Lifecore Biomedical, Inc., dated January 5, 2 02 4 . 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. + Confidential portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 5, 2024 LIFECORE BIOMEDICAL, INC. By: /s/ John D. Morberg John D. Morberg Chief F

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