Lifecore Biomedical Files for IPO

TL;DR

Lifecore Biomedical is going public via S-1 filing, get ready for some new shares.

AI Summary

Lifecore Biomedical, Inc. filed an S-1 registration statement on October 10, 2024, for its initial public offering. The company, formerly known as Landec Corp, is incorporated in Delaware and headquartered in Chaska, Minnesota. Lifecore Biomedical operates in the pharmaceutical preparations sector and has appointed Ryan D. Lake as Chief Financial Officer.

Why It Matters

This S-1 filing indicates Lifecore Biomedical's intention to go public, which could provide capital for expansion and increase its visibility in the pharmaceutical preparations market.

Risk Assessment

Risk Level: medium — As a company filing for an IPO, there is inherent risk associated with market reception and the company's ability to execute its business plan.

Key Numbers

• 333-282583 — SEC File Number (Identifies the specific registration statement filed with the SEC.)
• 0525 — Fiscal Year End (Indicates the end of the company's fiscal year, relevant for financial reporting.)

Key Players & Entities

• Lifecore Biomedical, Inc. (company) — Registrant
• October 10, 2024 (date) — Filing Date
• Landec Corp (company) — Former Company Name
• Delaware (jurisdiction) — State of Incorporation
• Chaska, Minnesota (location) — Principal Executive Offices
• Ryan D. Lake (person) — Chief Financial Officer
• 333-282583 (registration_number) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — 4 shares of our common stock, par value $0.001 per share (the "common stock"), includi
• $70,000 — urse the Selling Stockholders for up to $70,000 of their expenses in the aggregate in c
• $4.54 — rted sale price of our common stock was $4.54. INVESTING IN OUR SECURITIES INVOLVES
• $4.10 — our common stock at a purchase price of $4.10 per share, generating gross proceeds of
• $24.3 million — erating gross proceeds of approximately $24.3 million (the "2024 Private Placement"). Pursua
• $38.75 million — ders for an aggregate purchase price of $38.75 million (the "Preferred Stock Private Placement
• $7.00 — at an initial conversion price equal to $7.00 per share. The conversion price is subj
• $6.53 — t, the conversion price was adjusted to $6.53 per share, thereby increasing the aggre
• $175,000,000 — gs, incurring indebtedness in excess of $175,000,000, granting any lien or other encumbrance

Filing Documents

• lifecorebiomedical-sx1.htm (S-1) — 368KB
• exhibit107-sx1.htm (EX-FILING FEES) — 13KB
• exhibit51-sx1.htm (EX-5.1) — 22KB
• exhibit161-sx1.htm (EX-16.1) — 5KB
• exhibit231-sx1.htm (EX-23.1) — 3KB
• exhibit232-sx1.htm (EX-23.2) — 2KB
• image_0a.jpg (GRAPHIC) — 9KB
• lwlogo.jpg (GRAPHIC) — 108KB
• 0001628280-24-042662.txt ( ) — 575KB

USE OF PROCEEDS

USE OF PROCEEDS 6 SELLING STOCKHOLDERS 7 DIVIDEND POLICY 11

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 12 PLAN OF DISTRIBUTION 16 LEGAL MATTERS 19 EXPERTS 19 INCORPORATION OF INFORMATION BY REFERENCE 21 ABOUT THIS PROSPECTUS Unless otherwise stated or the context otherwise requires, the terms "Lifecore," the "Company," "we," "us" and "our" refer to Lifecore Biomedical, Inc. and its subsidiaries. You should read this prospectus, the documents incorporated by reference into this prospectus, and any prospectus supplement or free writing prospectus that we may authorize for use in their entirety before making an investment decision. You may read the other reports we file with the Securities and Exchange Commission (the "SEC") at the SEC's website at www.sec.gov. See "Incorporation of Information by Reference." These documents contain important information you should consider when making your investment decision. You should rely only on the information included or incorporated by reference in this prospectus, and any prospectus supplement or free writing prospectus that we may authorize for use. Neither we nor the Selling Stockholders have authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. Market data and other statistical information included or incorporated by reference into this prospectus are based on independent industry publications, government publications, reports by market research firms and other published independent sources. Some data is also based on our good faith estimates, which we derive from our review of internal surveys and independent sources. Although we believe these sources are reliable, neither we nor the Selling Stockholders have independently verified the information. Neither we nor the Selling Stockholders guarantee its accuracy or undertake a duty to provide or update such data in the future. This prospectus and the documents incorporated by reference into this prospe

RISK FACTORS

RISK FACTORS Investing in our securities involves risks. Before making an investment decision, in addition to the risk factors included below, you should carefully consider the risks described under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended May 26, 2024, which is incorporated herein by reference, as well as other risk factors described under the caption "Risk Factors" included or incorporated by reference in the prospectus, including our other filings with the SEC, before making an investment decision. Any of the risks described below and that we describe in the information incorporated herein by reference could cause our business, financial condition or operating results to suffer. The market price of our common stock could decline if one or more of these risks and uncertainties develop into actual events. You could lose all or part of your investment. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also materially adversely affect our business, financial condition or operating results. Some of the statements in this section of the prospectus are forward-looking statements. For more information, see the sections of this prospectus titled "Incorporation of Information by Reference" and "Special Note Regarding Forward-Looking Statements." Future resales of common stock may cause the market price of our securities to drop significantly, even if our business is doing well. Sales of a substantial number of shares of our common stock in the public market could occur at any time, including by the Selling Stockholders pursuant to the registration statement of which this prospectus is a part. These sales, or the perception in the market of such sales, could reduce the market price of our common stock and increase the volatility in the market price of our common stock. Further, the sale of a substantial portion of shares of our common stock could result in a change o

USE OF PROCEEDS

USE OF PROCEEDS We will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders. 6 SELLING STOCKHOLDERS This prospectus relates to the resale from time to time by the Selling Stockholders of the shares of common stock set forth below. We are registering the shares of common stock included in this prospectus pursuant to the registration rights of the Selling Stockholders in the 2024 Purchase Agreement and the 2023 Registration Rights Agreement. With respect to the Convertible Preferred Stock, this prospectus only covers the Additional Shares, and the balance of the Conversion Shares are registered pursuant to a separate registration statement. For additional information, see "Prospectus Summary—Private Placements." The table below presents information regarding the beneficial ownership of shares of common stock held by each of the Selling Stockholders, including the shares of common stock that may be resold by each Selling Stockholder from time to time under this prospectus. This table is prepared based on information supplied by the Selling Stockholders, with beneficial ownership and percentage ownership determined in accordance with the rules and regulations of the SEC. This information does not necessarily indicate beneficial ownership for any other purpose. Under the terms of the Convertible Preferred Stock, the holders thereof shall not have the right to receive any Conversion Shares to the extent that the issuance thereof would exceed the Exchange Cap or the Beneficial Ownership Cap. The second column (titled "Shares Beneficially Owned Prior to the Offering") lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its respective ownership of shares of common stock and Convertible Preferred Stock as of October 3, 2024, assuming conversion of the Convertible Preferred Stock held by each such Selling Stockholder on that date but taking into account the Exchange Cap and the Ben

View Full Filing

View this S-1 filing on SEC EDGAR