Lifecore Biomedical Files 8-K with Material Agreement

TL;DR

Lifecore Biomedical signed a material definitive agreement, filed 8-K.

AI Summary

On November 26, 2024, Lifecore Biomedical, Inc. filed an 8-K report detailing a material definitive agreement. The filing also included Regulation FD disclosures and financial statements/exhibits. The company, formerly known as Landec Corp, is incorporated in Delaware and headquartered in Chaska, Minnesota.

Why It Matters

This filing indicates a significant new agreement for Lifecore Biomedical, which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's stock price.

Key Numbers

• 000-27446 — SEC File Number (Identifies the company's filings 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
• November 26, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Chaska, Minnesota (location) — Address of principal executive offices

FAQ

Filing Documents

• lndc-20241126.htm (8-K) — 35KB
• exhibit101-lifecorexlimite.htm (EX-10.1) — 64KB
• exhibit102-lifecorexlimite.htm (EX-10.2) — 1873KB
• pressrelease-lifecorebio.htm (EX-99.1) — 7KB
• pressrelease-lifecorebio001.jpg (GRAPHIC) — 297KB
• pressrelease-lifecorebio002.jpg (GRAPHIC) — 37KB
• 0001005286-24-000169.txt ( ) — 2878KB
• lndc-20241126.xsd (EX-101.SCH) — 2KB
• lndc-20241126_lab.xml (EX-101.LAB) — 21KB
• lndc-20241126_pre.xml (EX-101.PRE) — 12KB
• lndc-20241126_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Limited Waivers and Amendments to Credit Agreements On November 26, 2024, Lifecore Biomedical, Inc. (the "Company") entered into (i) that certain Limited Waiver Under and Ninth Amendment to Credit Agreement (the "BMO Amendment") by and among the Company, Curation Foods, Inc. ("Curation") and Lifecore Biomedical Operating Company, Inc. ("Lifecore" and, together with the Company and Curation, the "Borrowers"), certain of the Company's other subsidiaries, and BMO Bank, N.A. ("BMO"), 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 BMO Amendment, the "Revolving Credit Agreement"), by and among the Borrowers, certain of the Company's other subsidiaries, as guarantors, and BMO, as administrative agent, swing line lender and a letter of credit issuer and (ii) that certain Limited Waiver Under and Third Amendment to Credit and Guaranty Agreement (the "Alcon Amendment" and, together with the BMO Amendment, the "Credit Agreement Amendments"), by and among the Borrowers, certain of the Company's other subsidiaries and Alcon Research, LLC ("Alcon"), which amended that certain Credit and Guaranty Agreement, dated May 22, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Alcon Amendment, the "Term Loan Credit Agreement"), by and among the Company, certain of the Company's subsidiaries, as guarantors, and Alcon, as administrative agent, collateral agent and lender. The BMO Amendment provides for, among other things, (i) an extension of the maturity date under the Revolving Credit Agreement from December 31, 2025 to November 26, 2027, (ii) certain changes to the applicable interest rates under the Revolving Credit Agreement, and (iii) certain other changes with respect to the Company's financial and reporting covenants. The Alcon Amendment provides for, among

01 Regulation of FD Disclosure

Item 7.01 Regulation of FD Disclosure. On November 26, 2024, the Company issued a press release announcing the Alcon Amendment and the BMO Amendment, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Limited Waiver Under and Third Amendment to that certain Credit and Guaranty Agreement, dated May 22, 2023, by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and Alcon Research, LLC, as lender, administrative agent and collateral agent. 10.2 Limited Waiver Under and Ninth Amendment to that certain Credit Agreement, dated December 31, 2020, by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and BMO Bank, N.A., as lender and administrative agent. 99.1 Press Release of Lifecore Biomedical, Inc., dated November 26, 2024. 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: November 26, 2024 LIFECORE BIOMEDICAL, INC. By: /s/ Ryan D. Lake Ryan D. Lake Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR