Legion Partners Amends Lifecore Biomedical 13D Filing

TL;DR

**Activist investor Legion Partners just updated their stake in Lifecore Biomedical, watch for strategic shifts!**

AI Summary

Legion Partners Asset Management, LLC filed Amendment No. 7 to its Schedule 13D for Lifecore Biomedical, Inc. on January 4, 2024, reporting an event that occurred on December 24, 2023. This amendment indicates a change in their beneficial ownership or investment intent regarding Lifecore Biomedical, Inc. stock. For investors, this matters because Legion Partners is an activist investor, and changes in their filings can signal shifts in their strategy, potentially impacting the stock's future direction or corporate governance.

Why It Matters

This filing signals a potential shift in the activist investor Legion Partners' stance or holdings in Lifecore Biomedical, which could influence future corporate actions or stock performance.

Risk Assessment

Risk Level: medium — Changes in activist investor filings can introduce uncertainty or signal potential corporate changes, leading to stock volatility.

Analyst Insight

Investors should monitor subsequent filings from Legion Partners and Lifecore Biomedical for further details on changes in ownership or strategic intent, as this could signal future corporate actions or shifts in company direction.

Key Numbers

• 0000921895-24-000052 — Accession Number (unique identifier for this specific SEC filing)
• 7 — Amendment Number (indicates this is the seventh amendment to the original Schedule 13D)
• 514766104 — CUSIP Number (identifies Lifecore Biomedical, Inc. Common Stock)

Key Players & Entities

• Legion Partners Asset Management, LLC (company) — the filing person and activist investor
• Lifecore Biomedical, Inc. (company) — the subject company whose stock is being reported
• Christopher S. Kiper (person) — contact person for Legion Partners Asset Management, LLC
• Elizabeth Gonzalez-Sussman, Esq. (person) — legal counsel from Olshan Frome Wolosky LLP
• $0.001 (dollar_amount) — par value per share of Lifecore Biomedical Common Stock

Forward-Looking Statements

• Legion Partners will continue to engage with Lifecore Biomedical's management or board. (Legion Partners Asset Management, LLC) — medium confidence, target: Q2 2024
• The stock price of Lifecore Biomedical, Inc. may experience increased volatility due to activist investor activity. (Lifecore Biomedical, Inc.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $28,130,183 — y by Legion Partners I is approximately $28,130,183, including brokerage commissions. The a
• $1,725,288 — by Legion Partners II is approximately $1,725,288, including brokerage commissions. The a
• $2,082 — gion Partners Holdings is approximately $2,082, including brokerage commissions. As d
• $11,414,000 — y by Legion Partners I is approximately $11,414,000. Approximately 863 Shares of Series A P
• $1,086,000 — by Legion Partners II is approximately $1,086,000. Approximately 82 Shares of Series A Pr

Filing Documents

• sc13da709050032_01032024.htm (SC 13D/A) — 222KB
• 0000921895-24-000052.txt ( ) — 224KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The Shares purchased by each of Legion Partners I, Legion Partners II and Legion Partners Holdings were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted herein or in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 2,772,956 Shares owned directly by Legion Partners I is approximately $28,130,183, including brokerage commissions. The aggregate purchase price of the 167,184 Shares owned directly by Legion Partners II is approximately $1,725,288, including brokerage commissions. The aggregate purchase price of the 200 Shares owned directly by Legion Partners Holdings is approximately $2,082, including brokerage commissions. As detailed in Item 4 of Amendment No. 6, which information is incorporated herein by reference, the Series A Preferred Stock (as defined therein) purchased by Legion Partners I and Legion Partners II are converted into Shares at any time by Legion Partners I and Legion Partners II, which Shares are treated as beneficially owned for purposes of this Schedule 13D. The shares of Series A Preferred Stock purchased by each of Legion Partners I and Legion Partners II were purchased directly from the Issuer with working capital pursuant to the terms of the Purchase Agreement (as defined therein). The aggregate purchase price of the 11,414 shares of Series A Preferred Stock owned directly by Legion Partners I is approximately $11,414,000. Approximately 863 Shares of Series A Preferred Stock owned directly by Legion Partners I were received as dividends. The aggregate purchase price of the 1,086 shares of Series A Preferred Stock owned directly by Legion Partners II is approximately $1,086,000. Approximately 82 Shares of Series A Preferred Stock owned directly by Legion Partners II were received as dividends. In

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: 9 CUSIP No. 514766104 On December 23, 2023, the Legion Investors submitted written notice to the Issuer waiving the Beneficial Ownership Limit with respect to all of their shares of Series A Preferred Stock that prevented them from beneficially owning in excess of 9.99% of the Shares outstanding (the “Waiver”). Pursuant to the terms of the Certificate of Designation, this Waiver will become effective as of the date that is sixty-one days after the date of the Waiver, or February 22, 2024. As a result of the Waiver, the Reporting Persons are now deemed to beneficially own 4,870,931 Shares in the aggregate, including 1,920,704 Conversion Shares. As previously disclosed, the Reporting Persons have the right to vote all of such Shares with the common stockholders on an as-converted basis on all matters.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a)-(c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 30,322,169 Shares outstanding as of May 26, 2023, which is the total number of shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 2, 2023, plus all of the 1,920,704 Shares underlying the Series A Preferred Stock that can be converted by the Reporting Persons at any time as further described in Item 4 of this Schedule 13D and 9,887 Shares underlying certain RSUs that will vest within 60 days of the date hereof. A. Legion Partners I (a) As of the close of business on January 3, 2024, Legion Partners I beneficially owned 4,526,789 Shares, including 1,753,833 Shares issuable upon conversion of certain shares of Series A Preferred Stock that are immediately convertible. Percentage: Approximately 14.0% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 4,526,789 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,526,789 (c) Legion Partners I has not entered into any transactions in the Issuer’s securities during the past sixty days. B. Legion Partners II (a) As of the close of business on January 3, 2024, Legion Partners II beneficially owned 334,055 Shares, including 166,871 Shares issuable upon conversion of certain shares of Series A Preferred Stock that are immediately convertible. Percentage: Approximately 1.0% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 334,055 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 334,055 (c) Legion Partners II has not entered into any transactions in the Issuer’s securities during the past sixty days. 10 CUSIP No. 514

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: The disclosure in Item 3 relating to the RSUs is incorporated herein by reference. 12 CUSIP No. 514766104

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 4, 2024 Legion Partners, L.P. I By: Legion Partners Asset Management, LLC Investment Advisor By: /s/ Christopher S. Kiper Name: Christopher S. Kiper Title: Managing Director Legion Partners, L.P. II By: Legion Partners Asset Management, LLC Investment Advisor By: /s/ Christopher S. Kiper Name: Christopher S. Kiper Title: Managing Director Legion Partners, LLC By: Legion Partners Holdings, LLC Managing Member By: /s/ Christopher S. Kiper Name: Christopher S. Kiper Title: Managing Member Legion Partners Asset Management, LLC By: /s/ Christopher S. Kiper Name: Christopher S. Kiper Title: Managing Director Legion Partners Holdings, LLC By: /s/ Christopher S. Kiper Name: Christopher S. Kiper Title: Managing Member 13 CUSIP No. 514766104 /s/ Christopher S. Kiper Christopher S. Kiper /s/ Raymond T. White Raymond T. White 14

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