Legion Partners Amends Lifecore Biomedical Stake Filing

TL;DR

Legion Partners just updated their Lifecore Biomedical filing (13D/A). Keep an eye on this.

AI Summary

Legion Partners Asset Management, LLC, through Christopher S. Kiper, has filed Amendment No. 8 to its Schedule 13D concerning Lifecore Biomedical, Inc. The filing, dated July 1, 2024, indicates a change in their beneficial ownership of the company's common stock. Legion Partners previously held a significant stake and this amendment likely reflects ongoing activities or changes in their investment strategy regarding Lifecore Biomedical.

Why It Matters

This filing update from a significant shareholder like Legion Partners can signal shifts in their investment strategy or influence, potentially impacting Lifecore Biomedical's stock performance and corporate governance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often involve activist investors or significant stake changes, which can introduce volatility and strategic shifts for the company.

Key Players & Entities

• Legion Partners Asset Management, LLC (company) — Filing entity
• Christopher S. Kiper (person) — Representative of Legion Partners
• Lifecore Biomedical, Inc. (company) — Subject company
• 20240701 (date) — Filing date

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 1,328 Shares of Series A
• $1,086,000 — by Legion Partners II is approximately $1,086,000. Approximately 126 Shares of Series A P

Filing Documents

• sc13da809050032_07012024.htm (SC 13D/A) — 228KB
• 0000921895-24-001495.txt ( ) — 230KB

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 1,328 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 126 Shares of Series A Preferred Stock owned directly by Legion Partners II were received as dividends.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On June 28, 2024, the Reporting Persons entered into a cooperation agreement (the “Cooperation Agreement”) with the Issuer pursuant to which, among other things, the Issuer agreed to nominate Mr. Kiper for election to the Board as a Class 1 director by the holders of the Series A Preferred Stock at the Issuer’s annual meeting of stockholders for the 2024 fiscal year (the “2024 Annual Meeting”), with a term expiring at the Issuer’s annual meeting of stockholders for the 2026 fiscal year (the “2026 Annual Meeting”) (or, if the Declassification Proposal (as defined below) is approved by the Issuer’s stockholders at the Issuer’s annual meeting of stockholders for the 2023 fiscal year (the “2023 Annual Meeting”), with a term expiring at the Issuer’s annual meeting of stockholders for the 2025 fiscal year (the “2025 Annual Meeting”) and, in such event, Mr. Kiper will also be nominated for election to the Board as a director by the holders of the Series A Preferred Stock at the 2025 Annual Meeting, with a term expiring at the 2026 Annual Meeting). Additionally, the Board also agreed to take all necessary actions to submit to the stockholders of the Issuer at the 2023 Annual Meeting a proposal to approve an amendment (the “Declassification Amendment”) of Article VI of the Amended and Restated Certificate of Incorporation of the Issuer to provide for the phased-in declassification of the Board, with Class 1 directors being elected annually beginning at the 2024 Annual Meeting and with Class 2 directors being elected annually beginning at the 2025 Annual Meeting, such that the Board would be fully declassified at the time of the 2025 Annual Meeting (the “Declassification Proposal”). The Board also agreed to recommend in favor of the Declassification Proposal in the Issuer’s proxy statement and proxy card prepa

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 30,546,936 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 all of the 1,993,405 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. A. Legion Partners I (a) As of the close of business on July 1, 2024, Legion Partners I beneficially owned 4,593,174 Shares, including 1,820,218 Shares issuable upon conversion of certain shares of Series A Preferred Stock that are immediately convertible. Percentage: Approximately 14.1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 4,593,174 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,593,174 (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 July 1, 2024, Legion Partners II beneficially owned 340,371 Shares, including 173,187 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: 340,371 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 340,371 (c) Legion Partners II has not entered into any transactions in the Issuer’s securities during the past sixty days. C. Legion Partners, LLC (a) As the general partner of each of Legion Partners I and Legion Partners II, L

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: On June 28, 2024, the Reporting Persons and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above, which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Material to be Filed as Exhibit

Item 7. Material to be Filed as Exhibit . 99.1 Cooperation Agreement, dated June 28, 2024 (incorporated by reference to Ex. 10.2 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 1, 2024). 13 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: July 1, 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 14 CUSIP No. 514766104 /s/ Christopher S. Kiper Christopher S. Kiper /s/ Raymond T. White Raymond T. White 15

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