Lifecore Biomedical Files 8-K, Notes Listing Rule Concerns

Ticker: LFCR · Form: 8-K · Filed: May 14, 2024 · CIK: 1005286

Lifecore Biomedical, Inc. \De\ 8-K Filing Summary
FieldDetail
CompanyLifecore Biomedical, Inc. \De\ (LFCR)
Form Type8-K
Filed DateMay 14, 2024
Risk Levelmedium
Pages5
Reading Time6 min
Sentimentmixed

Sentiment: mixed

Topics: material-agreement, listing-rules, financials

TL;DR

Lifecore Biomedical filed an 8-K, might be delisted, check financials.

AI Summary

On May 8, 2024, Lifecore Biomedical, Inc. filed an 8-K report detailing a material definitive agreement. The filing also noted a potential delisting or failure to meet continued listing rules, and included financial statements and exhibits. Lifecore Biomedical, Inc. was formerly known as Landec Corp.

Why It Matters

This filing signals potential issues with Lifecore Biomedical's stock listing status, which could impact its market accessibility and investor confidence.

Risk Assessment

Risk Level: medium — The mention of potential delisting or failure to meet listing rules introduces significant uncertainty for the company's stock.

Key Numbers

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

Key Players & Entities

  • Lifecore Biomedical, Inc. (company) — Registrant
  • Landec Corp (company) — Former company name
  • May 8, 2024 (date) — Date of earliest event reported
  • 000-27446 (other) — SEC file number
  • 94-3025618 (other) — IRS Employer Identification No.

FAQ

What is the specific material definitive agreement entered into by Lifecore Biomedical, Inc. on or before May 8, 2024?

The filing does not specify the details of the material definitive agreement, only that one was entered into.

What are the specific listing rules that Lifecore Biomedical, Inc. may have failed to satisfy?

The filing does not specify which continued listing rules were not met, only that there is a notice of potential delisting or failure to satisfy them.

When was Lifecore Biomedical, Inc. formerly known as Landec Corp?

The date of the name change from Landec Corp to Lifecore Biomedical, Inc. was December 22, 1995.

What is the principal executive office address for Lifecore Biomedical, Inc.?

The principal executive offices are located at 3515 Lyman Boulevard, Chaska, Minnesota 55318.

What is the SIC code for Lifecore Biomedical, Inc.?

The Standard Industrial Classification code for Lifecore Biomedical, Inc. is 2834, Pharmaceutical Preparations.

Filing Stats: 1,409 words · 6 min read · ~5 pages · Grade level 13.6 · Accepted 2024-05-14 17:04:31

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Amendment to ABL Credit Agreement On May 10, 2024, Lifecore Biomedical, Inc. (the " Company "), Curation Foods, Inc. (" Curation ") and Lifecore Biomedical Operating Company, Inc. (together with the Company and Curation, the " Borrowers "), and BMO Bank N.A. (f/k/a BMO Harris Bank N.A.) (" BMO ") entered into that certain Seventh Amendment to Credit Agreement (the " FILO Amendment "), 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 date of the FILO Amendment, the " ABL Credit Agreement " and the ABL Credit Agreement, as amended by the FILO Amendment, the " Amended ABL Credit Agreement "), by and among, inter alios, the Borrowers and BMO. The FILO Amendment established a "first-in-last-out" (" FILO ") tranche of revolving loans under the ABL Credit Agreement (such loans, " FILO Loans "), such FILO tranche being subject to a variable capped amount (the " FILO Cap ") as set forth therein. Additionally, all outstanding revolving loans under the Amended ABL Credit Agreement, up to the FILO Cap, will be deemed to be FILO Loans thereunder until repaid in full (on a last-out basis). All FILO Loans bear interest at a rate equal to SOFR plus 4.25% and any repayments of loans under the Amended ABL Credit Agreement will be applied first to non-FILO Loans and then to FILO Loans. The FILO Cap will be reduced on a monthly basis commencing October 1, 2025, with such reductions requiring the repayment of any outstanding revolving loans under the Amended ABL Credit Agreement if such reduction of the FILO Cap results in total revolving credit outstanding exceeding the maximum borrowing amount set forth therein. The foregoing description of the FILO Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the text of the FILO Amendment, a copy of which is att

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. As previously reported, on February 13, 2024, 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 Company appealed the Staff Determination, and, on April 16, 2024, the Company appeared for a hearing before the Nasdaq Hearings Panel (the " Panel "), in which the Company requested a further stay of any suspension or delisting action to enable the Company to regain compliance with the Listing Rule. On May 8, 2024, the Panel issued a letter (the " May 8 Letter ") to the Company requesting additional information from the Company. The Panel indicated that, once the additional information was provided, it would consider whether to grant a further stay of any suspension or delisting action. On May 10, 2024 and May 14, 2024, the Company provided the additional information requested by the Panel. The Panel has not yet responded to the additional information provided, nor has it yet determined whether to grant a further stay of any suspension or delisting action, although the Company anticipates that a decision will be forthcoming. The May 8 Letter has no immediate effect and will not immediately result in the suspension of trading or delisting of the Company's securities. The Company continues to work diligently to complete the delinquent periodic reports and intends to file the delinquent periodic reports as promptly as possible to regain compliance under

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 Seventh Amendment to Credit Agreement, dated May 10, 2024, by and among Lifecore Biomedical, Inc., Curation Foods, Inc., Lifecore Biomedical Operating Company, Inc., and BMO Bank N.A. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as "anticipate", "estimate", "expect", "project", "plan", "intend", "believe", "may", "might", "will", "should", "can have", "likely" and similar expressions are used to identify forward-looking statements. These forward-looking statements are based on the Company's current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include, without limitation, the Company's ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, the Company's ability to regain compliance with Listing Rule prior to the delisting or suspension, or at all, any determination of Nasdaq, and the risk that the completion and filing of its delinquent or future filings will take longer than expected. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Com

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