LifeCore Biomedical Files 8-K

TL;DR

LifeCore Biomedical filed an 8-K on 5/16, check for financial updates and other events.

AI Summary

LifeCore Biomedical, Inc. filed an 8-K on May 16, 2024, to report on other events and financial statements. The company, formerly known as Landec Corp, is incorporated in Delaware and headquartered in Chaska, Minnesota.

Why It Matters

This filing indicates that LifeCore Biomedical, Inc. is making a regulatory disclosure and providing updates on its financial statements and other corporate events.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (8-K) that primarily serves to disclose information and financial statements, without immediate news of significant financial distress or major strategic shifts.

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
• LANDEC CORP (company) — Former company name
• May 16, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Chaska, Minnesota (location) — Principal executive offices

FAQ

Filing Documents

• lndc-20240516.htm (8-K) — 35KB
• lfcr-liquidityupdatepr5x15.htm (EX-99.1) — 12KB
• 0001005286-24-000067.txt ( ) — 175KB
• lndc-20240516.xsd (EX-101.SCH) — 2KB
• lndc-20240516_lab.xml (EX-101.LAB) — 21KB
• lndc-20240516_pre.xml (EX-101.PRE) — 12KB
• lndc-20240516_htm.xml (XML) — 3KB

01 Regulation FD

Item 7.01 Regulation FD. On May 16, 2024, Lifecore Biomedical, Inc. (the " Company ") issued a press release related to the Company's recently announced incremental liquidity initiatives, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 incorporated herein by reference, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events. On May 15, 2024, the Company, as the sole stockholder of Curation, and Curation, as the sole stockholder of each of Camden Fruit Corp. (" Camden ") and Greenline Logistics, Inc. (" Greenline " and, together with Curation and Camden, the " Assignors "), and the board of directors and shareholders of each of the Assignors, determined that it is in the best interests of each of the Assignors and their respective stakeholders, as applicable, to effect a transfer and assignment of substantially all of each of the Assignors assets to SG Service Co., LLC (the " Assignee ") for liquidation and distribution to the creditors of each of the Assignors (the " Assignment "). The Assignment will be effectuated pursuant to that certain General Assignment, by and among the Assignors and the Assignee, and related documentation, pursuant to which all of the Assignors' currently existing right, title, and interest in all real or personal property and all other assets, whatsoever and wheresoever situated will be assigned, granted, conveyed and transferred to the Assignee, in trust. The Assignee will then liquidate the assets for the general benefit of the Assignors' respective creditors according to their respective priorities at law to satisfy the Assignors' obligations. Upon the completion of the Assignment, the Assignee will have sole control over the Assignors' assets and the Assignors will no longer control the liquidation or distribution of their assets or the resolution of any creditor claims.

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 dated May 16, 2024. 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 effectuate the Assignment on the contemplated terms, or at all, any claims or proceedings that may arise that may interfere with the Assignment, the Company ability to operate its business consistent with its business plan, and potential future changes in strategy or economic factors, among others. 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 Company's filings with the Securities and Exchange Commission, including the risk factors contained in its most recent Annual Report on Form 10-K and the Company's other subseq

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View this 8-K filing on SEC EDGAR