Lifecore Biomedical Files 8-K with Material Agreement

TL;DR

Lifecore Biomedical signed a material definitive agreement on May 2nd.

AI Summary

On May 2, 2024, Lifecore Biomedical, Inc. entered into a material definitive agreement. The company also reported on shareholder nominations pursuant to Exchange Act Rule 14a-11 and filed financial statements and exhibits. The filing was made on May 8, 2024.

Why It Matters

This 8-K filing indicates a significant new agreement for Lifecore Biomedical, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks and opportunities that may affect the company's financial health and stock price.

Key Numbers

• 000-27446 — SEC File Number (Identifies the company's filing history with the SEC.)
• 94-3025618 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Lifecore Biomedical, Inc. (company) — Registrant
• May 2, 2024 (date) — Date of earliest event reported
• May 8, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Chaska, Minnesota (location) — Principal executive offices

FAQ

Key Financial Figures

• $5,500,000 — lcon made a prepayment in the amount of $5,500,000 toward future purchases of products und

Filing Documents

• lndc-20240502.htm (8-K) — 33KB
• ex-101amendmentno1toamende.htm (EX-10.1) — 26KB
• 0001005286-24-000059.txt ( ) — 184KB
• lndc-20240502.xsd (EX-101.SCH) — 2KB
• lndc-20240502_lab.xml (EX-101.LAB) — 21KB
• lndc-20240502_pre.xml (EX-101.PRE) — 12KB
• lndc-20240502_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Amendment to Contract Manufacturing Agreement On May 2, 2024, Lifecore Biomedical, LLC, a subsidiary of Lifecore Biomedical, Inc. (the "Company"), entered into Amendment No. 1 (the "ARCMA Amendment") to Amended and Restated Contract Manufacturing Agreement with Alcon Research, LLC (the "ARCMA"), under which Alcon made a prepayment in the amount of $5,500,000 toward future purchases of products under the ARCMA. Alcon is entitled to apply that prepayment against invoices issued by the Company under the ARCMA during calendar 2026. The foregoing description of the ARCMA Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the text of the ARCMA Amendment, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

08 Shareholder Director Nominations

Item 5.08 Shareholder Director Nominations. On May 7, 2024, the Board of Directors of the Company has established August 15, 2024 as the date of the Company's 2023 annual meeting of stockholders (the "Annual Meeting"). The Annual Meeting date, the record date for the Annual Meeting and detailed information regarding the proposals to be presented at the Annual Meeting will be set forth in the Company's Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission ("SEC"). Since the Annual Meeting will take place more than 30 days following the anniversary of the Company's 2022 annual stockholder meeting (the "2022 Annual Meeting"), the due dates for the submission of any qualified shareholder proposal or qualified shareholder nominations under applicable SEC rules and our Amended and Restated Bylaws (the "Bylaws") listed in our Definitive Proxy Statement on Schedule 14A for the 2022 Annual Meeting, filed with the SEC on September 19, 2022, are no longer applicable. Such nominations or proposals, including pursuant to Rule 14a-8 or Rule 14a-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, are now due to be received by the Company no later than May 18, 2024 and must comply with all of the applicable requirements set forth in the rules and regulations under the Exchange Act, the Bylaws and the applicable laws of the State of Delaware. Notices should be sent to the Company's Secretary at the following address: Lifecore Biomedical, Inc., Attn: Secretary, 3515 Lyman Blvd., Chaska, MN 55318. In addition to complying with this deadline, stockholder nominations or proposals intended to be considered for inclusion in the Company's proxy materials for the Annual Meeting must also comply with the Bylaws, all applicable rules and regulations promulgated by the SEC under the Exchange Act, including the additional requirements of Rule 14a-19(b) under the Exchange Act, and the applicable laws of the sta

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 10.1 + Amendment No. 1 to Amended and Restated Contract Manufacturing Agreement, by and between Alcon Research, LLC and Lifecore Biomedical, LLC. 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. 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: May 8, 2024 LIFECORE BIOMEDICAL, INC. By: /s/ John D. Morberg John D. Morberg Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR