Legion Partners Amends Lifecore Biomedical Stake Filing

TL;DR

Legion Partners updated their Lifecore Biomedical filing on 10/7. Still a major holder.

AI Summary

Legion Partners Asset Management, LLC, through its representative Christopher S. Kiper, has filed an amendment (No. 9) to its Schedule 13D concerning Lifecore Biomedical, Inc. The filing was made on October 7, 2024. Legion Partners is a significant holder of Lifecore Biomedical's common stock.

Why It Matters

This filing indicates ongoing activity and potential strategic interest from a significant institutional investor in Lifecore Biomedical, Inc.

Risk Assessment

Risk Level: medium — Schedule 13D filings often signal activist investor intent or significant stake-building, which can lead to volatility.

Key Numbers

• 9 — Amendment Number (Indicates this is the ninth update to the filing)

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
• 20241007 (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
• $33,506,562 — y by Legion Partners I is approximately $33,506,562, including brokerage commissions. The a
• $2,348,906 — by Legion Partners II is approximately $2,348,906, 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 1,566 Shares of Series A
• $1,086,000 — by Legion Partners II is approximately $1,086,000. Approximately 149 Shares of Series A P
• $4.10 — ,463,414 Shares, at a purchase price of $4.10 per Share (the “Purchase Price&rd
• $5,999,997.40 — o;), for an aggregate purchase price of $5,999,997.40. 9 CUSIP No. 514766104 Pursuant to

Filing Documents

• sc13da909050032_10072024.htm (SC 13D/A) — 222KB
• 0000921895-24-002253.txt ( ) — 224KB

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). The aggregate purchase price of the 4,084,268 Shares owned directly by Legion Partners I is approximately $33,506,562, including brokerage commissions. The aggregate purchase price of the 319,286 Shares owned directly by Legion Partners II is approximately $2,348,906, 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 1,566 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 149 Shares of Series A Preferred Stock owned directly by Legion Partners II were received as dividends. In connection with the appointment of Christopher S. Kiper to the Board of Directors of the Issuer (the “Board&rd

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On October 3, 2024 (the “Closing Date”), Legion Partners I and Legion Partners II (collectively, the “Legion Investors”) entered into a stock purchase agreement (the “October 2024 Purchase Agreement”) with the Issuer and certain other unaffiliated investors (collectively, the “Purchasers”), pursuant to which the Issuer sold in the aggregate to the Legion Investors 1,463,414 Shares, at a purchase price of $4.10 per Share (the “Purchase Price”), for an aggregate purchase price of $5,999,997.40. 9 CUSIP No. 514766104 Pursuant to the October 2024 Purchase Agreement, the Issuer has agreed to prepare and file a resale registration statement, to register the resale of the Shares purchased by the Purchasers, with the SEC no later than the 30th calendar day following the Closing Date and to use its reasonable efforts to cause such resale registration statement to become effective by the 60th calendar day following the Closing Date (or, in the event of a “full review” by the SEC, the 90th calendar day following the Closing Date). The October 2024 Purchase Agreement also provides that the Issuer must make certain payments as liquidated damages to the Purchasers if the Issuer fails to timely cause the resale registration to certain exceptions. The Issuer has also granted the Purchasers certain piggyback registration rights and agreed, among other things, to indemnify such parties under any registration statement filed that includes such Shares from certain losses, claims, damages and liabilities. The foregoing description of the October 2024 Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the October 2024 Purchase Agreement, which is attached as Exhibit 9

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 on a denominator that is the sum of: (i) 30,898,255 Shares outstanding, which is the total number of Shares outstanding as of September 30, 2024, as set forth in Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on October 4, 2024, (ii) 5,928,775 Shares issued pursuant to the October 2024 Purchase Agreement on the Closing Date, and (iii) the Shares underlying the Series A Preferred Stock that can be converted by the Reporting Persons, as applicable. A. Legion Partners I (a) As of the date hereof, Legion Partners I beneficially owned 5,938,615 Shares, including 1,854,347 Shares issuable upon conversion of certain shares of Series A Preferred Stock that are immediately convertible. Percentage: Approximately 15.4% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,938,615 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,938,615 B. Legion Partners II (a) As of the date hereof, Legion Partners II beneficially owned 495,720 Shares, including 176,434 Shares issuable upon conversion of certain shares of Series A Preferred Stock that are immediately convertible. Percentage: Approximately 1.3% 10 CUSIP No. 514766104 (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 495,720 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 495,720 C. Legion Partners, LLC (a) As the general partner of each of Legion Partners I and Legion Partners II, Legion Partners, LLC may be deemed the beneficial owner of the (i) 5,938,615 Shares beneficially owned by Legion Partners I and (ii) 495,720 Shares beneficially owned by Legion Partners II. Percentag

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 description of the October 2024 Purchase Agreement set forth in Item 4 above is incorporated herein by reference. A copy of the October 2024 Purchase Agreement is attached hereto as Exhibit 99.1.

Material to be Filed as Exhibit

Item 7. Material to be Filed as Exhibit .

is hereby amended

Item 7 is hereby amended to add the following exhibit: 99.1 Securities Purchase Agreement, dated as of October 3, 2024 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with Securities and Exchange Commission on October 4, 2024). 12 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: October 7, 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 13 CUSIP No. 514766104 /s/ Christopher S. Kiper Christopher S. Kiper /s/ Raymond T. White Raymond T. White 14

View Full Filing

View this SC 13D/A filing on SEC EDGAR