LifeCore Biomedical Files 8-K on Equity Sales & Personnel Changes

TL;DR

LifeCore Biomedical (LNDC) filed an 8-K detailing equity sales and officer/director changes. Keep an eye on this.

AI Summary

LifeCore Biomedical, Inc. filed an 8-K on August 28, 2024, reporting on the unregistered sales of equity securities, the departure and election of directors and officers, and compensatory arrangements. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company, formerly Landec Corp, is incorporated in Delaware and headquartered in Chaska, Minnesota.

Why It Matters

This filing provides crucial updates on corporate governance and potential equity transactions, which can impact investor confidence and the company's strategic direction.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales and changes in key personnel can indicate underlying financial or strategic shifts that warrant closer investor scrutiny.

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
• August 28, 2024 (date) — Date of earliest event reported
• LANDEC CORP (company) — Former company name
• Chaska, Minnesota (location) — Principal executive offices

FAQ

Key Financial Figures

• $470,000 — the Company: an annual base salary of $470,000; beginning with the Company's fiscal

Filing Documents

• lndc-20240828.htm (8-K) — 47KB
• rlakeemploymentagreementex.htm (EX-10.1) — 54KB
• pressrelease-chieffinanc.htm (EX-99.1) — 9KB
• pressrelease-chieffinanc001.jpg (GRAPHIC) — 355KB
• pressrelease-chieffinanc002.jpg (GRAPHIC) — 77KB
• 0001005286-24-000128.txt ( ) — 848KB
• lndc-20240828.xsd (EX-101.SCH) — 2KB
• lndc-20240828_lab.xml (EX-101.LAB) — 21KB
• lndc-20240828_pre.xml (EX-101.PRE) — 12KB
• lndc-20240828_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. As described in Item 5.02 below, on September 3, 2024, Lifecore Biomedical, Inc. (the "Company") will issue a restricted stock unit ("RSU") award with respect to 262,500 shares of its common stock and a performance stock unit ("PSU") award for up to 750,000 shares of its common stock to Ryan D. Lake under the Company's Equity Inducement Plan adopted on March 20, 2024 (the "Inducement Plan"). The RSU award and PSU award were granted in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The securities have not been registered under the Securities Act, and may not be offered or sold without registration or an applicable exemption from registration requirements. The information set forth below in Item 5.02 with respect to the Company's grants of these inducement awards to Mr. Lake are incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 28, 2024, the Company appointed Ryan D. Lake as the Company's Chief Financial Officer and Secretary, effective September 3, 2024 (the "Effective Date"). Mr. Lake will succeed John D. Morberg, the Company's current Chief Financial Officer and Secretary, whose employment will end September 2, 2024. Mr. Morberg's separation will be treated as a termination by the Company without Cause subsequent to a Change in Control under that certain Executive Employment Agreement (the "Morberg Employment Agreement"), dated January 19, 2021, between the Company and Mr. Morberg (as such capitalized terms are defined in the Morberg Employment Agreement). Mr. Lake, age 47, most recently served as the Chief Financial Officer of Societal CDMO, Inc., a bi-coastal contract development and manufacturing organization, or CDMO, with capabilities spanning pre-investigation

01 Regulation FD

Item 7.01 Regulation FD On August 29, 2024, the Company issued the press release announcing the Chief Financial Officer transition. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is 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 Employment Agreement effective September 3, 2024 by and between Lifecore Biomedical, Inc. and Ryan D. Lake. 99.1 Press Release issued August 29, 2024 by 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: August 29, 2024 LIFECORE BIOMEDICAL, INC. By: /s/ Paul Josephs Paul Josephs President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR