22NW Fund Updates Lifecore Biomedical Stake

TL;DR

22NW Fund filed an amendment on their Lifecore Biomedical stake. Watch for more.

AI Summary

On February 29, 2024, 22NW Fund, LP, along with its group members 22NW Fund GP, LLC, 22NW GP, INC., and 22NW, LP, filed an amendment (Amendment No. 2) to their Schedule 13D. This filing indicates a change in beneficial ownership of Lifecore Biomedical, Inc. The filing does not specify a dollar amount or a precise percentage change in ownership, but it is an update to their previous filings regarding their stake in the company.

Why It Matters

This filing signals a potential shift in the ownership structure of Lifecore Biomedical, Inc., which could influence the company's strategic direction or future corporate actions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate events, and changes in beneficial ownership can indicate activist investor intentions or potential M&A activity.

Key Players & Entities

• 22NW Fund, LP (company) — Filing entity
• Lifecore Biomedical, Inc. (company) — Subject company
• 22NW Fund GP, LLC (company) — Group member
• 22NW GP, INC. (company) — Group member
• 22NW, LP (company) — Group member
• ARON R. ENGLISH (person) — Group member
• BRYSON O. HIRAI-HADLEY (person) — Group member
• NATHANIEL CALLOWAY (person) — Group member

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $18,408,124 — tly owned by 22NW Fund is approximately $18,408,124, excluding brokerage commissions. Purs
• $15,000,000 — Stock (as defined in Item 4 below) for $15,000,000. 22NW Fund beneficially owns 1,133.9093
• $6,066 — ed by Mr. Hirai-Hadley is approximately $6,066, excluding brokerage commissions. In c

Filing Documents

• lifecore_sc13da-011124.htm (SC 13D/A) — 232KB
• ex99-1.htm (EX-99.1) — 14KB
• 0001999371-24-002942.txt ( ) — 248KB

is hereby amended and restated as follows

Item 2 is hereby amended and restated as follows: (a) This statement is filed by: (i) 22NW Fund, LP, a Delaware limited partnership (“22NW Fund”), with respect to the Shares directly and beneficially owned by it; (ii) 22NW, LP, a Delaware limited partnership (“22NW”), as the investment manager of 22NW Fund; (iii) 22NW Fund GP, LLC, a Delaware limited liability company (“22NW GP”), as the general partner of 22NW Fund; (iv) 22NW GP, Inc., a Delaware S Corporation (“22NW Inc.”), as the general partner of 22NW; (v) Aron R. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc.; (vi) Bryson O. Hirai-Hadley; and (vii) Nathaniel Calloway. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The address of the principal office of each of the Reporting Persons is 1455 NW Leary Way, Suite 400, Seattle, Washington 98107. (c) The principal business of 22NW Fund is investing in securities. The principal business of 22NW is serving as the investment manager of 22NW Fund. The principal business of 22NW GP is serving as the general partner of 22NW Fund. The principal business of 22NW Inc. is serving as the general partner of 22NW. Mr. English is the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc. Mr. Hirai-Hadley is a Research Analyst at 22NW. Mr. Calloway is an analyst and partner at 22NW. (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or

is hereby amended and restated

Item 3 is hereby amended and restated as follows: The securities of the Issuer purchased by 22NW Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,755,161 Shares directly owned by 22NW Fund is approximately $18,408,124, excluding brokerage commissions. Pursuant to the Purchase Agreement (as defined in Item 4 below), 22NW Fund purchased from the Issuer 15,000 shares of Series A Preferred Stock (as defined in Item 4 below) for $15,000,000. 22NW Fund beneficially owns 1,133.909303 shares of Series A Preferred Stock in the form of dividends. The securities of the Issuer directly owned by Mr. Hirai-Hadley were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 583 Shares directly owned by Mr. Hirai-Hadley is approximately $6,066, excluding brokerage commissions. In connection with the appointment of Nathaniel Calloway to the Board of Directors of the Issuer (the “Board”), as further described in Item 4 to the Schedule 13D, Mr. Calloway has been awarded certain restricted stock units (“RSUs”) in connection with his service as a director of the Issuer, including (i) 5,906 RSUs awarded on January 9, 2023 that vested on the first anniversary of the grant date and have been automatically settled in shares of common stock, (ii) 3,981 RSUs awarded on February 1, 2023 that vest on the first anniversary of the grant date and will be automatically settled in shares of common stock and (iii) 18,182 RSUs awarded on June 1, 2023 that vest on the earlier of the first anniversary of the grant date or the date of the 2024 Annual Meeting of Stockholders (provided such date is no less than 50 weeks from grant date). Item 4. Purpose of the Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On January 4, 2024, 22NW Fund submitted written notice to the Issuer waiving the Beneficial Ownership Limit with respect to all of its 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 March 5, 2024. As a result of the Waiver, the Reporting Persons are now deemed to beneficially own 4,072,827 Shares in the aggregate, including 2,304,844.186143 Shares issuable upon the conversion of shares of Series A Preferred Stock. As previously disclosed, the Reporting Persons have the right to vote all of such shares of Series A Preferred Stock with the common stockholders on an as-converted basis on all matters. Item 5. Interest in Securities of the Issuer . (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 32,627,013.186143 Shares outstanding, consisting of (i) 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 (ii) 2,304,844.186143 Shares currently issuable upon the conversion of certain shares of Series A Preferred Stock. As of the date hereof, 22NW Fund directly beneficially owned 4,060,005.186143 Shares, including 2,304,844.186143 Shares issuable upon the conversion of certain shares of Series A Preferred Stock, constituting approximately 12.44% of the Shares outstanding. As of the date hereof, Mr. Hirai-Hadley directly beneficially owned 583 Shares, constituting less than 1% of the Shares outstanding. As of the date hereof, Mr. Calloway directly beneficially owned 9,887 Shares, constituting less than 1% of the Shares outstanding. B

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. On January 11, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent as required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibit: 99.1 Joint Filing Agreement, dated January 11, 2024. 11 CUSIP No. 514766104

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 11, 2024 22NW FUND, LP By: 22NW Fund GP, LLC General Partner By: /s/ Aron R. English Name: Aron R. English Title: Manager 22NW, LP By: 22NW GP, Inc. General Partner By: /s/ Aron R. English Name: Aron R. English Title: President and Sole Shareholder 22NW FUND GP, LLC By: /s/ Aron R. English Name: Aron R. English Title: Manager 22NW GP, INC. By: /s/ Aron R. English Name: Aron R. English Title: President and Sole Shareholder /s/ Aron R. English ARON R. ENGLISH /s/ Bryson O. Hirai-Hadley BRYSON O. HIRAI-HADLEY /s/ Nathaniel Calloway NATHANIEL CALLOWAY

View Full Filing

View this SC 13D/A filing on SEC EDGAR