Wynnefield Partners Amends Lifecore Biomedical Stake

TL;DR

Wynnefield Partners updated their Lifecore Biomedical filing on 7/5/24. Still holding a big chunk.

AI Summary

Wynnefield Partners Small Cap Value, L.P. and its affiliates have amended their Schedule 13D filing regarding Lifecore Biomedical, Inc. as of July 5, 2024. The filing indicates a significant stake in the company, with Wynnefield Partners Small Cap Value, L.P. listed as a filer. The filing does not disclose specific dollar amounts or recent transactions in this amendment.

Why It Matters

This amendment to a Schedule 13D filing signals ongoing activity or changes in beneficial ownership by a significant investor in Lifecore Biomedical, Inc., potentially impacting the company's stock.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate activist investors or significant stake-building, which can lead to volatility and strategic changes within the company.

Key Players & Entities

• Wynnefield Partners Small Cap Value, L.P. (company) — Filer of Schedule 13D/A
• Lifecore Biomedical, Inc. (company) — Subject Company
• Joshua Landes (person) — Group Member
• Nelson Obus (person) — Group Member
• Wynnefield Capital Management, LLC (company) — Group Member
• Wynnefield Capital, Inc. (company) — Group Member
• Wynnefield Capital, Inc. Profit Sharing Plan (company) — Group Member
• Wynnefield Small Cap Value Offshore Fund, Ltd. (company) — Group Member

FAQ

Key Financial Figures

• $0.001 — , INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securitie
• $41,228,969 — re acquired with funds of approximately $41,228,969 (including brokerage commissions). All

Filing Documents

• tm2418980d1_sc13da.htm (SC 13D/A) — 143KB
• 0001104659-24-078056.txt ( ) — 145KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 10 (the “Amendment No. 10”) amends the Statements of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on June 14, 2012, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on October 2, 2012, Amendment No. 2 filed on October 17, 2014, Amendment No. 3 filed with the Securities and Exchange Commission on May 24, 2018, Amendment No. 4 filed with the Securities and Exchange Commission on April 20, 2021, Amendment No. 5 filed with the Securities and Exchange Commission on January 20, 2022, Amendment No. 6 filed with the Securities and Exchange Commission on December 2, 2022, Amendment No. 7 filed with the Securities and Exchange Commission on January 12, 2023, Amendment No. 8 filed with the Securities and Exchange Commission on March 7, 2023, and Amendment No. 9 filed with the Securities and Exchange Commission on March 16, 2024 (collectively, the “Schedule 13D”) with respect to shares of common stock, $0.001 par value per share (the “Common Stock”) of Lifecore Biomedical, Inc. (formerly known as Landec Corporation), a Delaware corporation with its principal executive office at 2811 Airpark Drive, Santa Maria, California 93455 (the “Issuer”). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D. This Amendment No. 10 to the Schedule 13D is being filed to correct the number of shares of Common Stock that are beneficially owned by Wynnefield Reporting Persons from what was previously disclosed by the Wynnefield Reporting Persons in Amendment No. 9 to the Schedule 13D.

Source and Amount of Funds or Other

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

of the Schedule 13D is hereby amended and restated as follows

Item 3 of the Schedule 13D is hereby amended and restated as follows: The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $41,228,969 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

Purpose of the Transaction

Item 4. Purpose of the Transaction.

of the Schedule 13D is hereby amended by addition of the following

Item 4 of the Schedule 13D is hereby amended by addition of the following: On June 28, 2024, the Issuer entered into a Cooperation Agreement (the “Wynnefield Cooperation Agreement”) with the Wynnefield Reporting Persons. As of the date of the Wynnefield Cooperation Agreement, the Wynnefield Reporting Persons has represented to the Issuer that it is deemed to beneficially own 5,007,666 shares of the Issuer’s common stock, par value $0.001 per share (the “Common Stock”) and 3,561 shares of the Issuer’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), totaling, in the aggregate, approximately 16.0% of the Issuer’s outstanding voting securities on an as-converted to Common Stock basis. Pursuant to the terms of the Wynnefield Cooperation Agreement, the Board of Directors of the Issuer (the “Board”) agreed to nominate Mr. Obus to the Board as a Class 1 director at the Issuer’s 2024 annual meeting of stockholders, with a term expiring at the Issuer’s 2026 annual meeting of stockholders (or, if the Declassification Proposal (as defined in the Wynnefield Cooperation Agreement) is approved by the Issuer’s stockholders at the Issuer’s 2023 annual meeting of stockholders, with a term expiring at the Issuer’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”)). Under the terms of the Wynnefield Cooperation Agreement, the Wynnefield Reporting Persons have agreed to certain customary standstill provisions with respect to the Wynnefield Reporting Persons’ actions with regard to the Issuer, the Common Stock, and the Preferred Shares for the duration of the Standstill Period (as defined in the Wynnefield Cooperation Agreement). The Standstill Period begins as of the date of the Wynnefield Cooperation Agreement and ends upon the earlier of immediately after the Issuer’s 2025 annual meeting of stockholders or O

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended and restated as follows

Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) , (b) and (c) As of July 2, 2024, the Wynnefield Reporting Persons beneficially owned in the aggregate 5,007,666 shares of Common Stock (inclusive of 507,946 shares of Common Stock underlying the Series A Preferred Stock that can be converted by the Wynnefield Reporting Persons up to the Exchange Cap, as further described in Item 4 above), constituting approximately 16.0% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 31,372,815 shares of Common Stock outstanding, consisting of (i) 30,864,869 shares of Common Stock as of June 21, 2024, as disclosed by the Issuer to the Wynnefield Reporting Persons, plus (ii) 507,946 shares of Common Stock underlying the Series A Preferred Stock that can be converted by the Wynnefield Reporting Persons up to the Exchange Cap, as further described in Item 4 above. The following table sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below: Name Number of Common Stock Percentage of Outstanding Common Stock Partners I 2,216,667 (1) 7.1 % Partners 1,396,408 (2) 4.5 % Offshore 938,554 (3) 3.0 % Plan 367,350 1.2 % Nelson Obus 88,687 (4) 0.3 % (1) Includes 243,814 shares of Common Stock issuable upon conversion of the Series A Preferred Stock. (2) Includes 162,543 shares of Common Stock issuable upon conversion of the Series A Preferred Stock. (3) Includes 101,589 shares of Common Stock issuable upon conversion of the Series A Preferred Stock. (4) Excludes 19,028 RSU Rights that are not exercisable within 60 days of the date hereof. WCM is the sole general partner of Partners and Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act)

Contracts, Arrangements, Understandings or Relationships

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

of the 13D is amended as follows

Item 6 of the 13D is amended as follows: The disclosure set forth in Item 4 of this Amendment No. 6 is incorporated into this Item 6 by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

of the Schedule 13D is amended as follows

Item 7 of the Schedule 13D is amended as follows: Exhibit 99.6 Cooperation Agreement, dated as of June 28, 2024 (incorporated by reference to Exhibit 10.3 of the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2024). SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct. Dated: July 2 , 2024 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I By: Wynnefield Capital Management, LLC, its General Partner By: /s/ Nelson Obus Nelson Obus, Co-Managing Member WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. By: Wynnefield Capital Management, LLC, its General Partner By: /s/ Nelson Obus Nelson Obus, Co-Managing Member WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital, Inc., its Investment Manager By: /s/ Nelson Obus Nelson Obus, President WYNNEFIELD CAPITAL INC. PROFIT SHARING & MONEY PURCHASE PLAN By: /s/ Nelson Obus Nelson Obus, Co-Trustee WYNNEFIELD CAPITAL MANAGEMENT, LLC By: /s/ Nelson Obus Nelson Obus, Co-Managing Member WYNNEFIELD CAPITAL, INC. By: /s/ Nelson Obus Nelson Obus, President /s/ Nelson Obus Nelson Obus, Individually /s/ Joshua Landes Joshua Landes, Individually

View Full Filing

View this SC 13D/A filing on SEC EDGAR