22NW Fund Files SC 13D/A for Lifecore Biomedical

TL;DR

22NW Fund just updated their Lifecore Biomedical stake filing. Watch this space.

AI Summary

On May 20, 2024, 22NW Fund, LP, along with its group members including Aron R. English and Beau Garrett, filed an SC 13D/A amendment. This filing indicates a change in beneficial ownership of Lifecore Biomedical, Inc. (DE). The specific details of the change in ownership percentage or the exact number of shares acquired or disposed of are not provided in this excerpt.

Why It Matters

This filing signals a potential shift in control or significant stake-taking in Lifecore Biomedical, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor activity or a potential takeover, introducing uncertainty and volatility.

Key Players & Entities

• 22NW Fund, LP (company) — Filer of the SC 13D/A amendment
• Lifecore Biomedical, Inc. (company) — Subject company of the filing
• Aron R. English (person) — Member of the filing group
• Beau Garrett (person) — Member of the filing group
• 22NW FUND GP, LLC (company) — Group member
• 22NW GP, INC. (company) — Group member
• 22NW, LP (company) — 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 received 1,436 shares of Ser
• $6,066 — ed by Mr. Hirai-Hadley is approximately $6,066, excluding brokerage commissions. In c

Filing Documents

• lifecore_sc13da-051624.htm (SC 13D/A) — 350KB
• ex99-1.htm (EX-99.1) — 31KB
• ex99-2.htm (EX-99.2) — 40KB
• 0001999371-24-006344.txt ( ) — 423KB

Identity and Background

Item 2. Identity and Background .

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; (vii) Nathaniel Calloway; (viii) Jason Aryeh; (ix) Richard Cunningham; (x) Matthew Korenberg; (xi) Elaine Thibodeau; and (xii) Beau Garrett. 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 in (i) through (vii) above is 590 1 st Avenue South, Unit C1, Seattle, WA 98104. The principal business address of Mr. Aryeh is 34 Sumner Rd., Greenwich, CT 06831. The principal business address of Mr. Cunningham is 73 Pin Pack Rd., Ridgefield, CT 06877. The principal business address of Mr. Garrett is 15261 Telcom Drive, Brooksville, FL 34604. The principal business address of Ms. Thibodeau is 2020 Derbyshire Road, Furlong, PA 18925. The principal business address of Mr. Korenberg is 712 Sturbridge Drive, Bryn Mawr, PA 19010. (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

Identity and Background

Item 3. Identity and Background .

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 received 1,436 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 vested on the first anniversary of the grant date and have been 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).

Purpose of the Transaction

Item 4. Purpose of the Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On May 16, 2024, 22NW Fund delivered a letter to the Issuer nominating Jason Aryeh and Richard Cunningham as Class I Directors, and Nathaniel Calloway, Ph.D., Matthew Korenberg, Elaine Thibodeau and Beau Garrett as Class II Directors, in each case for election to the Board at the Issuer's 2023 annual meeting of stockholders announced by the Issuer to be held on August 15, 2024 (the “Annual Meeting”). The Issuer has advised 22NW Fund that only Class II Directors will be elected at the Annual Meeting. In such case, only those persons nominated for election as Class II Directors would be up for election at the Annual Meeting. 22NW Fund reserves the right to switch the classes for which the directors were nominated at the Annual Meeting.

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: (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 32,894,996 Shares outstanding, consisting of (i) 30,546,936 Shares outstanding as of March 14, 2024, which is the total number of shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 20, 2024, plus (ii) 2,348,060 Shares currently issuable upon the conversion of certain shares of Series A Preferred Stock. As of the date hereof, 22NW Fund directly beneficially owned 4,103,221 Shares, including 2,348,060 Shares issuable upon the conversion of certain shares of Series A Preferred Stock, constituting approximately 12.5% 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. By virtue of his position as a partner of 22NW, Mr. Hirai-Hadley may be deemed to beneficially own the 4,103,221 Shares beneficially owned by 22NW Fund, constituting approximately 12.5% of the Shares outstanding. As of the date hereof, Mr. Calloway directly beneficially owned 28,069 Shares, constituting less than 1% of the Shares outstanding. By virtue of his position as a partner of 22NW, Mr. Calloway may be deemed to beneficially own the 4,103,221 Shares beneficially owned by 22NW Fund, constituting approximately 12.5% of the Shares outstanding. 22NW, as the investment manager of 22NW Fund, may be deemed to beneficially own the 4,103,221 Shares beneficially owned by 22NW Fund, constituting approximately 12.5% of the Shares outstanding. 22NW GP, as the general partner of 22NW Fund, may be deemed to beneficially own the 4,103,221 Shares beneficially owned by 22NW Fund, constituting approximately 12.5% of the Shares outstanding. 22NW Inc., as the general partner of 22NW, may be deemed to beneficially own t

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. On May 16, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed, among other things, 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. Each of Messrs. Calloway, Aryeh, Cunningham, Korenberg and Garrett and Ms. Thibodeau has granted Aaron English and James Stoner, individually, a power of attorney (collectively, the "POAs") to execute certain SEC filings and other documents in connection with the solicitation of proxies from the Issuer's stockholders in connection with the Annual Meeting and any other related transactions. The POAs are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibits: 99.1 Joint Filing Agreement, dated May 16, 2024. 99.2 Powers of Attorney. 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: May 20, 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 Individually and as attorney-in-fact for Nathaniel Calloway, Jason Aryeh, Richard Cunningham, Matthew Korenberg Elaine J. Thibodeau, and Garrett Beau /s/ Bryson O. Hirai-Hadley BRYSON O. HIRAI-HADLEY

View Full Filing

View this SC 13D/A filing on SEC EDGAR