22NW Fund Amends Lifecore Biomedical Stake
Ticker: LFCR · Form: SC 13D/A · Filed: Jun 11, 2024 · CIK: 1005286
| Field | Detail |
|---|---|
| Company | Lifecore Biomedical, Inc. \De\ (LFCR) |
| Form Type | SC 13D/A |
| Filed Date | Jun 11, 2024 |
| Risk Level | medium |
| Pages | 10 |
| Reading Time | 12 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: ownership-change, sec-filing, amendment
TL;DR
22NW Fund updated their Lifecore Biomedical filing on 6/11/24. Ownership details to follow.
AI Summary
On June 11, 2024, 22NW Fund, LP and its group members filed an amendment to their Schedule 13D concerning Lifecore Biomedical, Inc. The filing indicates a change in beneficial ownership, though specific new holdings or dollar amounts are not detailed in this excerpt. The group members include entities like 22NW FUND GP, LLC and individuals such as Aron R. English.
Why It Matters
This filing signals a potential shift in the ownership structure or investment strategy of a significant shareholder in Lifecore Biomedical, Inc., which could influence the company's future direction.
Risk Assessment
Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing uncertainty for investors.
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
- BEAU GARRETT (person) — Group member
- BRYSON O. HIRAI-HADLEY (person) — Group member
- ELAINE THIBODEAU (person) — Group member
- JASON ARYEH (person) — Group member
FAQ
What specific changes in beneficial ownership are detailed in this SC 13D/A filing?
The provided excerpt does not specify the exact changes in beneficial ownership, only that an amendment to the Schedule 13D was filed on June 11, 2024.
Who are the listed group members associated with 22NW Fund, LP in this filing?
The listed group members include 22NW FUND GP, LLC, 22NW GP, INC., 22NW, LP, Aron R. English, Beau Garrett, Bryson O. Hirai-Hadley, Elaine Thibodeau, Jason Aryeh, Matthew Korenberg, Nathaniel Calloway, and Richard Cunningham.
What is the subject company's primary industry?
Lifecore Biomedical, Inc. is in the Pharmaceutical Preparations industry, with SIC code 2834.
When was the previous company name for Lifecore Biomedical, Inc. changed?
The company formerly known as Landec Corp \CA\ changed its name on December 22, 1995.
What is the business address of Lifecore Biomedical, Inc.?
The business address for Lifecore Biomedical, Inc. is 3515 Lyman Boulevard, Chaska, MN 55318.
Filing Stats: 2,953 words · 12 min read · ~10 pages · Grade level 16.9 · Accepted 2024-06-11 17:27:31
Key Financial Figures
- $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
Filing Documents
- lifecore_sc13da-061124.htm (SC 13D/A) — 324KB
- 0001999371-24-007343.txt ( ) — 326KB
Purpose of the Transaction
Item 4. Purpose of the Transaction .
is hereby amended
Item 4 is hereby amended to add the following: On June 11, 2024, 22NW Fund delivered a letter to the Issuer demanding that the Company hold a special meeting of shareholders of the Company on August 14, 2024 at 9:00 a.m. (the "Special Meeting") for the purposes set forth below . The proposals to be considered at the Special Meeting shall be: PROPOSAL 1: To approve on a non-binding basis, that the stockholders of Lifecore Biomedical, Inc. (the "Company"), request that the Board of Directors of the Company (the "Board") take the necessary steps to declassify the Board so that commencing at the 2023 annual meeting of stockholders currently scheduled to be held on August 15, 2023 (including any adjournments, postponements, reschedulings or continuations thereof (the "2023 Annual Meeting")), directors are elected on an annual basis (the "Declassification"). Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors. PROPOSAL 2: To approve on a non-binding basis, subject to approval of Proposal 1, that the stockholders of the Company request that the Board postpone the 2023 Annual Meeting and take all necessary steps to schedule a joint meeting for the 2023 Annual Meeting and the 2024 annual meeting of stockholders (the " Joint Annual Meeting "), to be held no later than November 30, 2024, and prior to the Joint Annual Meeting the Board approve an amendment to the Company's amended and restated certificate of incorporation (the " Certificate of Amendment ") to affect the Declassification, and then the first matter to be voted on at the Joint Annual Meeting would be the approval of the Certificate of Amendment, and if approved, that the Board file the Certificate of Amendment with the Secretary of State of Delaware prior to voting on the election of directors at the Joint Annual Meeting so that all directors to be elected to serve on the Board at the Joint Annual Meeting be voted on to serve a one-
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: June 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 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