Lifecore Biomedical, Inc. \De\ 8-K Filing

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Filing Documents

• lndc-20240213.htm (8-K) — 36KB
• lifecore-pressrelease.htm (EX-99.1) — 12KB
• 0001005286-24-000020.txt ( ) — 177KB
• lndc-20240213.xsd (EX-101.SCH) — 2KB
• lndc-20240213_lab.xml (EX-101.LAB) — 24KB
• lndc-20240213_pre.xml (EX-101.PRE) — 12KB
• lndc-20240213_htm.xml (XML) — 3KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 13, 2024, Lifecore Biomedical, Inc., a Delaware corporation (the "Company") received a Staff Delisting Determination (the "Staff Determination") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that Nasdaq has initiated a process which could result in the delisting of the Company's securities from Nasdaq as a result of the Company not being in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Listing Rule"), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the "SEC"). The Staff Determination has no immediate effect and will not immediately result in the suspension of trading or delisting of the Company's securities. The Staff Determination was issued because the Company has not filed its Annual Report on Form 10-K for the fiscal year ended May 28, 2023 (the "Form 10-K") or its Quarterly Reports on Form 10-Q for the quarterly periods ended August 27, 2023 (the "First Quarter Form 10-Q") and November 29, 2023 (the "Second Quarter Form 10-Q") by the Extension Deadline (defined below). The Company intends to appeal the Staff Determination before a Nasdaq Hearing Panel and seek a further stay of any suspension or delisting action pending the hearing process in accordance with the procedures set forth in the Staff Determination Letter. The Company is working diligently with its auditors to complete the previously disclosed restatement for the Company's previously issued consolidated financial statements as of and for the fiscal years ended May 29, 2022 and May 30, 2021 included in the Company's Annual Report on Form 10-K/A filed with the SEC, the Company's unaudited consolidated financial statements as of and for the periods ending August 30, 2020, November 29, 2020, February 28, 2021, August 29, 2021, N

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A press release, dated February 16, 2024, disclosing the Company's receipt of the Staff Determination letter is attached hereto as Exhibit 99.1. The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are furnished as part of this report: Exhibit No. Description 99.1 Press Release of Lifecore Biomedical, Inc., dated February 16, 202 4 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. 2 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: February 16, 2024 LIFECORE BIOMEDICAL, INC. By: /s/ John D. Morberg John D. Morberg Chief Financial Officer 3

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