Lifecore Biomedical Files 8-K on Corporate Changes

TL;DR

Lifecore Biomedical is changing its bylaws, fiscal year, and board structure.

AI Summary

On August 15, 2024, Lifecore Biomedical, Inc. filed an 8-K report detailing several significant corporate actions. These include amendments to its articles of incorporation and bylaws, a change in its fiscal year, and the submission of matters to a vote of security holders. The filing also addresses the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements for these officers.

Why It Matters

This 8-K filing indicates significant internal restructuring and governance changes within Lifecore Biomedical, which could impact its operational direction and shareholder rights.

Risk Assessment

Risk Level: medium — Significant corporate governance changes and potential officer/director shifts can introduce uncertainty and affect future business strategy.

Key Numbers

• 05/26 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• Lifecore Biomedical, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• August 15, 2024 (date) — Date of earliest event reported
• 000-27446 (filing_id) — SEC file number
• 94-3025618 (tax_id) — IRS Employer Identification No.

FAQ

Key Financial Figures

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

Filing Documents

• lndc-20240815.htm (8-K) — 82KB
• exhibit31-lfcrxcharteramen.htm (EX-3.1) — 13KB
• exhibit101-formofamendment.htm (EX-10.1) — 132KB
• 0001005286-24-000119.txt ( ) — 392KB
• lndc-20240815.xsd (EX-101.SCH) — 2KB
• lndc-20240815_lab.xml (EX-101.LAB) — 22KB
• lndc-20240815_pre.xml (EX-101.PRE) — 13KB
• lndc-20240815_htm.xml (XML) — 3KB

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders. On August 15, 2024, at the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Lifecore Biomedical. Inc. (the "Company"), the Company's stockholders approved an amendment (the "Declassification Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation") to provide for the phased-in declassification of the Board of Directors of the Company (the "Board") and to provide for the annual election of all directors. The Declassification Amendment was adopted (subject to stockholder approval at the Annual Meeting) by the Board on July 8, 2024, and became effective on the date of the Annual Meeting on August 15, 2024. The Declassification Amendment eliminates the classification of the Board on a phased-in basis starting with the Annual Meeting. Accordingly, the current two-year term for the Class 2 directors up for election at the Annual Meeting expired at the Annual Meeting, with the directors who were elected at the Annual Meeting to serve a term up and until the 2025 annual meeting of stockholders (the "2025 Annual Meeting"), and the current two-year term for the Class 1 directors elected at the Company's 2022 annual meeting of stockholders will expire as originally scheduled at the Company's 2024 Annual Meeting. Therefore, the Board will be fully declassified at the time of the 2025 Annual Meeting, at which each director will stand for reelection for a one-year term. At the Annual Meeting, the Company's stockholders also approved an amendment (the "Authorized Shares Amendment") to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 50,000,000 to 75,000,000. The Authorized Shares Amendment was adopted (subject to stockholder approval at the Annual Meeting) by the Board on July 8, 2024, and became effective on the date of the Annual Meeting on August 15, 2024. On August 15, 2024, the C

03 Amendments to Articles of Incorporation or Bylaws

Item 5.03 Amendments to Articles of Incorporation or Bylaws. The disclosure set forth under Item 3.03 above is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. As of the close of business on June 21, 2024, the record date for the Annual Meeting (the "Record Date"), there were (i) 30,864,869 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, (ii) 42,461 shares of the Company's Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock") outstanding, (iii) 42,461 shares of Series A Preferred Stock entitled to vote on the Series A Preferred Director (as defined below), and (iv) 42,393 shares of Series A Preferred Stock entitled to vote on an as-converted basis (voting together with the holders of shares of Common Stock as one class), subject to the applicable conversion limits, on the other applicable nominees and proposals (representing, on an as-converted basis, the equivalent of 6,056,284 shares of Common Stock). The seven proposals presented to the stockholders of the Company at the Annual Meeting were: (1) To approve of an amendment to the Certificate of Incorporation, to provide for the phased-in declassification of the Board (the "Declassification Proposal"). (2) If the Declassification Proposal was approved, to elect four director nominees to serve for a term expiring at the 2025 Annual Meeting and until their successors are duly elected and qualified, with three such nominees to be elected by holders of Common Stock and holders of the Series A Convertible Preferred Stock, voting together as a single class, and one nominee to be elected solely by holders of the Series A Preferred Stock (the latter, the "Series A Preferred Director"). (3) To ratify the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending May 26, 2024. (4) To approve a non-binding advisory proposal on the executive compensation of the Company's named executive officers. (5) To approve an amendment to the Company's 2019 Stock Incentive Plan. (6) To approv

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 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company. 10.1 Amendment to the Company's 2019 Stock Incentive Plan. 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: August 21, 2024 LIFECORE BIOMEDICAL, INC. By: /s/ John D. Morberg John D. Morberg Executive Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR