Lifecore Biomedical Files 8-K: Material Agreement & Officer Changes

TL;DR

Lifecore Biomedical inked a material deal and shuffled execs/directors on June 28th.

AI Summary

On June 28, 2024, Lifecore Biomedical, Inc. reported a material definitive agreement and changes in its board and officer composition. The company also disclosed information related to Regulation FD and filed financial statements and exhibits. This filing follows Lifecore Biomedical's previous name change from Landec Corp. on December 22, 1995.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — Material definitive agreements and changes in directors/officers can signal significant strategic shifts or internal challenges, warranting closer scrutiny.

Key Numbers

• 000-27446 — SEC File Number (Identifies the specific SEC filing for Lifecore Biomedical, Inc.)
• 94-3025618 — IRS Employer Identification No. (Tax identification number for Lifecore Biomedical, Inc.)

Key Players & Entities

• Lifecore Biomedical, Inc. (company) — Registrant
• Landec Corp (company) — Former company name
• June 28, 2024 (date) — Date of earliest event reported
• December 22, 1995 (date) — Date of former company name change

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share (the "Common Stock") (which i

Filing Documents

• lndc-20240628.htm (8-K) — 58KB
• exhibit101-lifecorexcooper.htm (EX-10.1) — 218KB
• exhibit102-lifecorexcooper.htm (EX-10.2) — 184KB
• exhibit103-lifecorexcooper.htm (EX-10.3) — 198KB
• exhibit991-lifecorexprcoop.htm (EX-99.1) — 21KB
• 0001005286-24-000081.txt ( ) — 917KB
• lndc-20240628.xsd (EX-101.SCH) — 2KB
• lndc-20240628_lab.xml (EX-101.LAB) — 21KB
• lndc-20240628_pre.xml (EX-101.PRE) — 12KB
• lndc-20240628_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 22NW Cooperation Agreement On June 28, 2024, Lifecore Biomedical, Inc., a Delaware corporation (the "Company"), entered into a Cooperation Agreement (the "22NW Cooperation Agreement") with 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Aron R. English, Bryson O. Hirai-Hadley, and Nathaniel Calloway (each, a "22NW Investor" and collectively, the "22NW Investor Group") and Matthew Korenberg and Jason Aryeh, who are independent of the 22NW Investor Group. As of the date of the 22NW Cooperation Agreement, the 22NW Investor Group has represented to the Company that it is deemed to beneficially own 4,099,529 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") (which includes 2,344,368 shares of Common Stock issuable upon the conversion of Preferred Shares (as defined below)) and 16,436 shares of the Company's Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Shares"), totaling, in the aggregate, approximately 12.3% of the Company's outstanding voting securities on an as-converted to Common Stock basis. Pursuant to the 22NW Cooperation Agreement, 22NW agreed to irrevocably withdraw (i) its notice to the Company, dated May 16, 2024, of its intention to submit director nominees at the Company's 2023 annual meeting of stockholders (the "2023 Annual Meeting"), and (ii) its written demand of the Company, dated June 11, 2024, for a special meeting of the stockholders of the Company to be held on August 14, 2024. Additionally, the Board has agreed to submit to the stockholders of the Company at the 2023 Annual Meeting a proposal to approve an amendment of the Company's Amended and Restated Certificate of Incorporation to provide for the phased-in declassification of the Board, with Class 1 directors being elected annually beginning at the Company's 2024 annual meeting of stockholders (the "2024 Annual Meeting") and with Class 2 directors being e

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A copy of the press release issued by the Company on July 1, 2024 announcing the execution of the Cooperation Agreements is attached hereto as Exhibit 99.1 and incorporated herein by reference. 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 10.1 Cooperation Agreement, effective as of June 28, 2024, by and among Lifecore Biomedical, Inc., Jason Aryeh, Matthew Korenberg and certain 22NW Investors specified therein. 10.2 Cooperation Agreement, effective as of June 28, 2024, between Lifecore Biomedical, Inc. and certain Legion Investors specified therein. 10.3 Cooperation Agreement, effective as of June 28, 2024, between Lifecore Biomedical, Inc. and certain Wynnefield Investors specified therein. 99.1 Press Release dated July 1, 2024, of Lifecore Biomedical, Inc.. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 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: July 1, 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