LNDC / Landec Corp. - Документы SEC, Годовой отчет, Доверенное заявление

August 18, 2025

Exhibit 16.1 August 18, 2025 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on August 12, 2025, to be filed by our former client, Lifecore Biomedical, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 LIFECORE BIOMEDIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissi

August 2025 2 Important Information Regarding Forward-Looking Statements This presentation includes forward-looking statements regarding future events and our future results that are subject to the safe harbor created under the Private Securities Lit

ex991lfcrpresentation August 2025 2 Important Information Regarding Forward-Looking Statements This presentation includes forward-looking statements regarding future events and our future results that are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995 and other safe harbors under the Securities Act of 1933 and the Securities Exchange Act of 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 LIFECORE BIOMEDIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 LIFECORE BIOMEDICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 94-3025618 (State or ju

As filed with the Securities and Exchange Commission on August 7, 2025 Registration No.

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary State of Incorporation Lifecore Biomedical Operating Company, Inc. Delaware Lifecore Biomedical, LLC Minnesota Curation Foods, Inc. Delaware Greenline Logistics, Inc. Ohio Camden Fruit Corp California

Description of Capital Stock

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Lifecore Biomedical, Inc. (the “Company,” “we,” “us,” and “our”) is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our certificate of incorporation and our Cert

Lifecore Biomedical Reports Fourth Quarter and Fiscal Year 2025 Financial Results and Provides Corporate Update -- Recorded $128.9 Million in Fiscal 2025 Revenue, Meeting Full-Year Guidance; Maintains Commitment to Mid-Term Outlook -- -- Nine New Pro

Exhibit 99.1 Lifecore Biomedical Reports Fourth Quarter and Fiscal Year 2025 Financial Results and Provides Corporate Update - Recorded $128.9 Million in Fiscal 2025 Revenue, Meeting Full-Year Guidance; Maintains Commitment to Mid-Term Outlook - - Nine New Programs Signed with New Customers During Fiscal 2025, Reflecting Growth into Modalities Beyond the Company’s Traditional Area of Strength in O

to that certain Credit and Guaranty Agreement, dated May 22, 2023, by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and Alcon Research, LLC, as lender, administrative agent and collateral agent

Exhibit 10.14 LIMITED WAIVER UNDER AND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT This LIMITED WAIVER UNDER AND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of August 8, 2024 (this “Amendment and Waiver”), is entered into by and among LIFECORE BIOMEDICAL, INC., a Delaware corporation (“Lifecore”), CURATION FOODS, INC., a Delaware corporation (“Curation”), LIFECORE BIOMEDICAL OPERATING COMP

Amendment to Offer Letter dated March 20, 2024 between Paul Josephs and Lifecore Biomedical, Inc.

3515 Lyman Boulevard Chaska, Minnesota 55318-3051 USA Exhibit 10.39 May 9, 2025 Paul Josephs 17 Grogan Mill San Antonio, TX 78248 RE: Amendment to Offer Letter dated March 20, 2024 between Paul Josephs and Lifecore Biomedical, Inc. (the “Offer Letter”) Dear Paul: This letter sets forth an amendment (“Amendment”) to the Offer Letter that has been mutually agreed between, and duly authorized by, you

mendment No. 2 effective June 13, 2025, to Amended and Restated Contract Manufacturing Agreement, by and between Alcon Research, LLC and Lifecore Biomedical, LLC.

Exhibit 10.33 AMENDMENT NO. 2 TO AMENDED AND RESTATED CONTRACT MANUFACTURING AGREEMENT This Amendment No. 2 to Amended and Restated Contract Manufacturing Agreement (the “Second Amendment”), effective as of June 13, 2025 (the “Amendment Effective Date”), is by and between ALCON RESEARCH, LLC (hereinafter referred to as “ALCON ”), and LIFECORE BIOMEDICAL, LLC, a Minnesota entity with its principal

Employment agreement, dated April 12, 2025, by and between the Company and Thomas Salus.

EXHIBIT 10.41 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between Lifecore Biomedical, Inc., a Delaware corporation (the “Company”) and Thomas Salus, an individual (the “Executive”), effective as of April 14, 2025 (the “Effective Date”). BACKGROUND WHEREAS, the Executive and the Company wish to enter into this Agreement to set forth the terms an

, 2024, by and among Lifecore Biomedical, Inc., Curation Foods, Inc., Lifecore Biomedical Operating Company, Inc., and BMO Bank N.A

Exhibit 10.25 LIMITED WAIVER UNDER AND AMENDMENT TO CREDIT AGREEMENT This LIMITED WAIVER UNDER AND AMENDMENT TO CREDIT AGREEMENT, dated as of August 8, 2024 (this “Amendment and Waiver”), is entered into by and among LIFECORE BIOMEDICAL, INC., a Delaware corporation (“Holdings”), CURATION FOODS, INC., a Delaware corporation (“Curation”), LIFECORE BIOMEDICAL OPERATING COMPANY, INC., a Delaware corp

Lifecore Biomedical, Inc. Insider Trading Policy

Exhibit 19.1 LIFECORE BIOMEDICAL, INC. INSIDER TRADING COMPLIANCE POLICY (As of July 15, 2025) Nothing in this Policy is intended to change the employment relationship between or create a contract between Lifecore Biomedical, Inc. and/or any of its subsidiaries or affiliates (“Lifecore” or the “Company”) and any employee. The Company reserves the right to change all matters contained in these poli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 25, 2025, or ☐ TRANSITION REPORT PURSUANT TO SECTIO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 25, 2025, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-27446 LIFECORE

Filing Fee Table.

EXHIBIT 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Lifecore Biomedical, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee New

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2025 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissio

, 2025 incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April

Exhibit 10.1 LIFECORE BIOMEDICAL, INC. FIRST AMENDMENT TO EQUITY INDUCEMENT PLAN Effective Date April 11, 2025 In accordance with Section 14.2 of the Lifecore Biomedical, Inc. Equity Inducement Plan (the “Plan”), Section 5.1 of the Plan is hereby amended as follows as of the Effective Date: 5.1 Available Shares. The aggregate number of Shares reserved for Awards under the Plan shall be equal to 4,

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2025 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissio

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2025 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission

April 2025 2 Important Information Regarding Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Thes

April 2025 2 Important Information Regarding Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended February 23, 2025, or ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended February 23, 2025, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period for to . Commission file number: 000-27446 LIFECORE BIOMEDIC

Lifecore Biomedical Reports Third Quarter Fiscal 2025 Financial Results and Provides Corporate Update -- Recorded Revenues of $35.2 Million for Q3 Fiscal 2025 -- -- Signed Multiple Development Agreements with New and Existing Customers -- -- Strength

Exhibit 99.1 Lifecore Biomedical Reports Third Quarter Fiscal 2025 Financial Results and Provides Corporate Update - Recorded Revenues of $35.2 Million for Q3 Fiscal 2025 - - Signed Multiple Development Agreements with New and Existing Customers - - Strengthened Balance Sheet through Sale of Excess Capital Equipment, Raising Approximately $17.0 Million - Conference Call Today at 4:30pm ET CHASKA,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pr

Press Release issued January 17, 2025 by Lifecore Biomedical, Inc.

Exhibit 99.1 Lifecore Biomedical Announces Special Stockholder Meeting Company Seeking to Remove Convertible Preferred Stock Exchange Cap to Permit Potential Conversion of Series A Preferred Stock as Contemplated by the Series A Preferred Stock Terms CHASKA, Minn., January 17, 2025 - Lifecore Biomedical, Inc. (NASDAQ: LFCR) (“Lifecore”), a fully integrated contract development and manufacturing or

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2025 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2025 LIFECORE BIOMEDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2025 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commiss

Lifecore Biomedical Announces Special Stockholder Meeting Company Seeking to Remove Convertible Preferred Stock Exchange Cap to Permit Potential Conversion of Series A Preferred Stock as Contemplated by the Series A Preferred Stock Terms

Exhibit 99.1 Lifecore Biomedical Announces Special Stockholder Meeting Company Seeking to Remove Convertible Preferred Stock Exchange Cap to Permit Potential Conversion of Series A Preferred Stock as Contemplated by the Series A Preferred Stock Terms CHASKA, Minn., January 17, 2025 - Lifecore Biomedical, Inc. (NASDAQ: LFCR) (“Lifecore”), a fully integrated contract development and manufacturing or

Lifecore Biomedical Further Strengthens Financial Position Through Sale of Excess Capital Equipment for $17 Million Company Believes it is Well Positioned for Mid-Term and Long-Term Growth as Current Capacity Continues to Support up to $300 Million i

Lifecore Biomedical Further Strengthens Financial Position Through Sale of Excess Capital Equipment for $17 Million Company Believes it is Well Positioned for Mid-Term and Long-Term Growth as Current Capacity Continues to Support up to $300 Million in Annual Revenue CHASKA, Minn.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissi

Lifecore Biomedical Reports Second Quarter Fiscal 2025 Financial Results and Provides Corporate Update -- Recorded Revenues of $32.6 Million for Q2 Fiscal 2025 -- -- Signed Multiple Development Agreements with New Customers -- -- Strengthened Balance

Exhibit 99.1 Lifecore Biomedical Reports Second Quarter Fiscal 2025 Financial Results and Provides Corporate Update - Recorded Revenues of $32.6 Million for Q2 Fiscal 2025 - - Signed Multiple Development Agreements with New Customers - - Strengthened Balance Sheet with Financing Raising Approximately $24.3 Million, and Favorable Restructuring of Credit Facility with BMO - Conference Call Today at

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2025 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended November 24, 2024, or ☐ TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended November 24, 2024, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period for to . Commission file number: 000-27446

January 2025 2 Important Information Regarding Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Th

January 2025 2 Important Information Regarding Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commis

Lifecore Biomedical Amends and Extends Revolving Credit Facility with BMO November 26, 2024 Three-Year Term Extension Combined with Simplification and Reduction of Interest Rates Helps Further Strengthen Company’s Balance Sheet and Overall Financial

Lifecore Biomedical Amends and Extends Revolving Credit Facility with BMO November 26, 2024 Three-Year Term Extension Combined with Simplification and Reduction of Interest Rates Helps Further Strengthen Company’s Balance Sheet and Overall Financial Position Builds Upon Other Recent Strategic Financial Activities, including $24.

Limited Waiver Under and Third Amendment to that certain Credit and Guaranty Agreement, dated May 22, 2023, by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and Alcon Research, LLC, as lender, administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 26, 2024.

Exhibit 10.1 LIMITED WAIVER UNDER AND THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT This LIMITED WAIVER UNDER AND THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of November 26, 2024 (this “Amendment and Waiver”), is entered into by and among LIFECORE BIOMEDICAL, INC., a Delaware corporation (“Lifecore”), CURATION FOODS, INC., a Delaware corporation (“Curation”), LIFECORE BIOMEDICAL

Limited Waiver Under and Ninth Amendment to that certain Credit Agreement, dated December 31, 2020, by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and BMO Bank, N.A., as lender and administrative agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 26, 2024.

Exhibit 10.2 LIMITED WAIVER UNDER AND NINTH AMENDMENT TO CREDIT AGREEMENT This LIMITED WAIVER UNDER AND NINTH AMENDMENT TO CREDIT AGREEMENT, dated as of November 26, 2024 (this “Amendment and Waiver”), is entered into by and among LIFECORE BIOMEDICAL, INC., a Delaware corporation (“Holdings”), CURATION FOODS, INC., a Delaware corporation (“Curation”), LIFECORE BIOMEDICAL OPERATING COMPANY, INC., a

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commis

A New Era: Building Momentum for Sustainable Growth Investor Day November 21, 2024 2 Important Information Regarding Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities

A New Era: Building Momentum for Sustainable Growth Investor Day November 21, 2024 2 Important Information Regarding Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 LIFECORE BIOMEDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commiss

Lifecore Biomedical, Inc. Up to 6,795,344 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-282583 Lifecore Biomedical, Inc. Up to 6,795,344 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named herein or their permitted transferees (the “Selling Stockholders”) of up to 6,795,344 shares of our common stock, par value $0.001 per share (the “common stock”), including (i) 5,928,775 issu

Lifecore Biomedical, Inc. 3515 Lyman Boulevard Chaska, MN 55318 October 18, 2024

Lifecore Biomedical, Inc. 3515 Lyman Boulevard Chaska, MN 55318 October 18, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Eranga Dias Re: Lifecore Biomedical, Inc. Registration Statement on Form S-1 File No. 333-282583 To the addressee set forth above: In accordance with Rule 461 of Regulati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

As filed with the Securities and Exchange Commission on October 10, 2024 Registration No.

Filing Fee Table.

EXHIBIT 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Lifecore Biomedical, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee New

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

S-8 1 lfrc-formsx8xequityinducem.htm S-8 As filed with the Securities and Exchange Commission on October 10, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 94-3025618 (State or jurisdiction of

Letter Regarding Change in Certifying Accountant – Ernst & Young LLP.

Exhibit 16.1 Ernst & Young LLP Tel: +1 612 343 1000 Suite 500 ey.com 700 Nicollet Mall Minneapolis, MN 55402 October 10, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements contained under the caption “Changes in the Registrant’s Independent Registered Public Accounting Firm” in the Registration Statement on Form S-1 to be file

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Lifecore Biomedical, Inc.

Letter Regarding Change in Certifying Accountant – Ernst & Young LLP.

Exhibit 16.1 Ernst & Young LLP Tel: +1 612 343 1000 Suite 500 ey.com 700 Nicollet Mall Minneapolis, MN 55402 October 10, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements contained under the caption “Changes in the Registrant’s Independent Registered Public Accounting Firm” in Post-Effective Amendment No. 1 to the Registratio

As filed with the U.S. Securities and Exchange Commission on October 10, 2024

As filed with the U.S. Securities and Exchange Commission on October 10, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lifecore Biomedical, Inc. (Exact name of registrant as specified in its charter) Delaware 2821 94-3025618 (State or other jurisdiction of incorporation or organiza

As filed with the U.S. Securities and Exchange Commission on October 10, 2024

As filed with the U.S. Securities and Exchange Commission on October 10, 2024 Registration No. 333-271176 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lifecore Biomedical, Inc. (Exact name of registrant as specified in its charter) Delaware 2821 94-3025618 (State or other j

Filing Fee Table.

EXHIBIT 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Lifecore Biomedical, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee New

LFCR / Lifecore Biomedical, Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 9 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da90905003210072024.htm AMENDMENT NO. 9 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 9)1 Lifecore Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.001 pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended August 25, 2024, or ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended August 25, 2024, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period for to . Commission file number: 000-27446 L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2024 LIFECORE BIOMEDIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissi

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).

Exhibit 10.1 LIFECORE BIOMEDICAL, INC. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (“Agreement”) is made as of October 3, 2024 (the “Effective Date”), by and among Lifecore Biomedical, Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Sche

Lifecore Biomedical Reports First Quarter of Fiscal 2025 Financial Results and Provides Corporate Update -- Recorded Revenues of $24.7 million for Q1 Fiscal 2025 -- -- Signed Multiple New Business Agreements with New and Existing Customers -- -- More

Lifecore Biomedical Reports First Quarter of Fiscal 2025 Financial Results and Provides Corporate Update - Recorded Revenues of $24.

Investor Presentation October 2024 2 Important Information Regarding Forward-Looking Statements This presentation contains forward-looking statements regarding future events and future results of Lifecore Biomedical, Inc. ("we, "us" or the "Company")

Investor Presentation October 2024 2 Important Information Regarding Forward-Looking Statements This presentation contains forward-looking statements regarding future events and future results of Lifecore Biomedical, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by 14a-6(e)(2)) ☒ Definitive Pr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissi

Lifecore Biomedical Announces Chief Financial Officer Transition August 29, 2024 Experienced CDMO Industry Financial Executive Ryan Lake Appointed CFO CHASKA, Minn., Aug. 29, 2024 (GLOBE NEWSWIRE) -- Lifecore Biomedical, Inc. (NASDAQ: LFCR) (“Lifecor

Lifecore Biomedical Announces Chief Financial Officer Transition August 29, 2024 Experienced CDMO Industry Financial Executive Ryan Lake Appointed CFO CHASKA, Minn.

Employment agreement, dated August 28, 2024, by and between the Company and Ryan D. Lake, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on August 29, 2024.

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between Lifecore Biomedical, Inc., a Delaware corporation (the “Company”) and Ryan D. Lake, an individual (the “Executive”), effective as of September 3, 2024 (the “Effective Date”). BACKGROUND WHEREAS, the Executive and the Company wish to enter into this Agreement to set forth the terms

Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on August 26, 2024.

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary State of Incorporation Curation Foods, Inc. Delaware Lifecore Biomedical Operating Company, Inc. Delaware

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissi

Lifecore Biomedical Reports Fourth Quarter and Fiscal Year End 2024 Financial Results and Provides Corporate Update -- Recorded Revenues of $128.3 million for Fiscal 2024; Year-Over-Year Increase of 24.2% -- -- High Value Pipeline Continues to Advanc

Exhibit 99.1 Lifecore Biomedical Reports Fourth Quarter and Fiscal Year End 2024 Financial Results and Provides Corporate Update - Recorded Revenues of $128.3 million for Fiscal 2024; Year-Over-Year Increase of 24.2% - - High Value Pipeline Continues to Advance Toward Commercialization - - State-of-the-Art Technology Enhancements to Expand Capacity and New Business Opportunities – Conference Call

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 26, 2024, or ☐ TRANSITION REPORT PURSUANT TO SECTIO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 26, 2024, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to . Commission file number: 000-27446 LIFECORE

Lifecore Biomedical, Inc.

Page 1 of 18 Lifecore Biomedical Insider Trading Policy Exhibit 19.1 Lifecore Biomedical Insider Trading Policy Nothing in this Policy is intended to create a contract between Lifecore Biomedical, LLC ("Lifecore" or "the company") and any employee. The Company reserves the right to change all matters contained in these policies at any time and without prior notice. The Company reserves the right t

Certificate of Amendment to Certificate Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 21, 2024.

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF LIFECORE BIOMEDICAL, INC.

Amendment to the Company’s 2019 Stock Incentive Plan.

LIFECORE BIOMEDICAL, INC. 2019 STOCK INCENTIVE PLAN AS AMENDED THROUGH MARCH 20, 2024 SECTION 1. INTRODUCTION. 1.1 The Lifecore Biomedical, Inc. (f/k/a Landec Corporation) 2019 Stock Incentive Plan (the “Plan”) will be effective (the “Effective Date”) upon its approval by an affirmative vote of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 LIFECORE BIOMEDIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: May 26, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended August 27, 2023, or ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended August 27, 2023, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period for to . Commission file number: 000-27446 L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended November 26, 2023, or ☐ TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended November 26, 2023, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period for to . Commission file number: 000-27446

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended February 25, 2024, or ☐ TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended February 25, 2024, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period for to . Commission file number: 000-27446

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by 14a-6(e)(2)) ☒ Definitive Pr

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by 14a-6(e)(2)) ☐ Definitive Pr

LFCR / Lifecore Biomedical, Inc. / WYNNEFIELD PARTNERS SMALL CAP VALUE LP I - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 10) Under the Securities Exchange Act of 1934 LIFECORE BIOMEDICAL, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 514766104 (CUSIP Number) Wynnefield Partners Small Cap Value, L.P. I 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson O

Cooperation Agreement, dated June 28, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 1, 2024).

Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”) is made and entered into as of June 28, 2024 (the “Effective Date”) by and among Lifecore Biomedical, Inc., a Delaware corporation (“Lifecore” or the “Company”), and each of the persons listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors” or the “Investor Group”). The Company and each of t

LFCR / Lifecore Biomedical, Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 8 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da80905003207012024.htm AMENDMENT NO. 8 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8)1 Lifecore Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.001 pe

Cooperation Agreement, effective as of June 28, 2024, between Lifecore Biomedical, Inc. and certain Legion Investors specified therein.

Exhibit 10.2 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”) is made and entered into as of June 28, 2024 (the “Effective Date”) by and among Lifecore Biomedical, Inc., a Delaware corporation (“Lifecore” or the “Company”), and each of the persons listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors” or the “Investor Group”). The Company and each of t

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).

Exhibit 10.3 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”) is made and entered into as of June 28, 2024 (the “Effective Date”) by and among Lifecore Biomedical, Inc., a Delaware corporation (“Lifecore” or the “Company”), and each of the persons listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors” or the “Investor Group”). The Company and each of t

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission

LFCR / Lifecore Biomedical, Inc. / 22NW Fund, LP - AMENDMENT TO FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 Lifecore Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 514766104 (CUSIP Number) ARON R. ENG

Lifecore Biomedical Announces Cooperation Agreement with 22NW Provides for the Addition of 22NW Nominees Jason Aryeh and Matthew Korenberg, as Well as Humberto Antunes and Paul Johnson, to the Board

Exhibit 99.1 Lifecore Biomedical Announces Cooperation Agreement with 22NW Provides for the Addition of 22NW Nominees Jason Aryeh and Matthew Korenberg, as Well as Humberto Antunes and Paul Johnson, to the Board CHASKA, Minn., July 1, 2024 (GLOBE NEWSWIRE)- Lifecore Biomedical, Inc. (NASDAQ: LFCR) (“Lifecore” or the “Company”), a fully integrated contract development and manufacturing organization

LFCR / Lifecore Biomedical, Inc. / 22NW Fund, LP - AMENDMENT TO FORM SC 13D Activist Investment

SC 13D/A 1 lifecoresc13da-061124.htm AMENDMENT TO FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Lifecore Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Titl

***

June 7, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Stephany Yang and Kevin Woody Re: Lifecore Biomedical, Inc. Form 10-K for the Fiscal Year Ended May 28, 2023 Filed March 20, 2024 File No. 000-27446 Ladies and Gentlemen: This letter is submitted in response to the comments from the staff of the Securiti

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission

Performance Stock Unit Award Agreement dated May 20, 2024 to Paul Josephs under Lifecore Biomedical Inc. Equity Inducement Plan., incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 22 2024.

EXHIBIT 10.2 LIFECORE BIOMEDICAL, INC. EQUITY INDUCEMENT PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT This Performance Stock Unit Agreement (the “Agreement”) is made and entered into as of May 20, 2024 (the “Grant Date”) by and between Lifecore Biomedical, Inc., a Delaware corporation (the “Company”), and Paul Josephs (“you” or the “Participant”) pursuant to the Company’s Equity Inducement Plan (as

Participation Notice with Paul Josephs dated May 20, 2024 under the Lifecore Biomedical, Inc. Executive Change in Control Severance Plan., incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on May 22 2024.

EXHIBIT 10.3 PARTICIPATION NOTICE LIFECORE BIOMEDICAL, INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN May 20, 2024 Dear Paul: On March 20, 2024, you and Lifecore Biomedical, Inc. (the “Company”) entered into an offer letter (the “Offer Letter”) relating to your employment as the Company’s President and Chief Executive Officer. This Participation Notice supersedes the terms of the Offer Letter wit

Restricted Stock Unit Award Agreement dated May 20, 2024 to Paul Josephs under Lifecore Biomedical Inc. Equity Inducement Plan., incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 22 2024.

EXHIBIT 10.1 LIFECORE BIOMEDICAL, INC. EQUITY INDUCEMENT PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Agreement (the “Agreement”) is made and entered into as of May 20, 2024 (the “Grant Date”) by and between Lifecore Biomedical, Inc., a Delaware corporation (the “Company”), and Paul Josephs (“you” or the “Participant”) pursuant to the Company’s Equity Inducement Plan (as i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission

POWER OF ATTORNEY

EX-99.2 3 ex99-2.htm POWERS OF ATTORNEY Lifecore Biomedical, Inc. SC 13D/A Exhibit 99.2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Aaron English and James Stoner, individually, as the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participa

LFCR / Lifecore Biomedical, Inc. / 22NW Fund, LP - ACQUISITION OF BENEFICIAL OWNERSHIP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Lifecore Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 514766104 (CUSIP Number) ARON R. ENG

JOINT FILING AND SOLICITATION AGREEMENT

EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT Lifecore Biomedical, Inc. SC 13D/A Exhibit 99.1 JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Lifecore Biomedical, Inc., a Delaware corporation (the “Company”); WHEREAS, 22NW Fund, LP (“22NW Fund”), 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Aron English, Bryson O. Hirai-Hadley and

Lifecore Biomedical Completes Incremental Liquidity Initiatives Recent Initiatives Provide Approximately $8 Million of Non-Dilutive, Incremental Liquidity through Various Amendments with Lenders

Lifecore Biomedical Completes Incremental Liquidity Initiatives Recent Initiatives Provide Approximately $8 Million of Non-Dilutive, Incremental Liquidity through Various Amendments with Lenders CHASKA, Minn.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission

Seventh Amendment to Credit Agreement, dated May 10, 2024, by and among Lifecore Biomedical, Inc., Curation Foods, Inc., Lifecore Biomedical Operating Company, Inc., and BMO Bank N.A, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 14, 2024.

EXECUTION VERSION SEVENTH AMENDMENT TO CREDIT AGREEMENT This SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 10, 2024 (this “Amendment”), is entered into by and among LIFECORE BIOMEDICAL, INC.

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission f

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission f

Amendment No. 1 to Amended and Restated Contract Manufacturing Agreement, by and between Alcon Research, LLC and Lifecore Biomedical, LLC., incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 8, 2024.

Exhibit 10.1 REDACTED INFORMATION MARKED IN [BOLD] HAS BEEN DELETED FROM EXHIBIT [10.X] TO CURRENT REPORT ON FORM 8-K DATED MAY 7, 2024 OF LIFECORE BIOMEDICAL, INC. AND IS REPRESENTED IN EXHIBIT 10.1 BY BRACKETS AND ASTERISKS AS FOLLOWS [* * *]. AMENDMENT NO. 1 TO AMENDED AND RESTATED CONTRACT MANUFACTURING AGREEMENT This Amendment No. 1 to Amended and Restated Contract Manufacturing Agreement (th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission f

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissio

Lifecore Biomedical, Inc. Receives Notice from Nasdaq Regarding Delayed Quarterly Report

Lifecore Biomedical, Inc. Receives Notice from Nasdaq Regarding Delayed Quarterly Report CHASKA, Minn., April 19, 2024 (GLOBE NEWSWIRE) - Lifecore Biomedical, Inc. (NASDAQ: LFCR) (the “Company”) announced today that, on April 15, 2024, the Company received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: February 25, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on For

Lifecore Biomedical Provides Business Update Outlining Fiscal 2024 Outlook and Year-to-date Progress Year-to-date Results Consistent with Prior Expectations; Experiencing Fiscal Second Half Lift Provides Fiscal 2024 Full Year Guidance Commercial Mome

Lifecore Biomedical Provides Business Update Outlining Fiscal 2024 Outlook and Year-to-date Progress Year-to-date Results Consistent with Prior Expectations; Experiencing Fiscal Second Half Lift Provides Fiscal 2024 Full Year Guidance Commercial Momentum Continues within Development Portfolio Capacity Expansion Projects Progressing CHASKA, Minn.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 LIFECORE BIOMEDICAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission

April 2024 Investor Presentation 2 This presentation contains forward-looking statements regarding future events and the future results of Lifecore Biomedical, Inc. ("we, "us" or the "Company") that are subject to the safe harbor created under the Pr

April 2024 Investor Presentation 2 This presentation contains forward-looking statements regarding future events and the future results of Lifecore Biomedical, Inc.

Letter from Ernst & Young LLP to Lifecore Biomedical, Inc., dated March 26, 2024

Ernst & Young LLP Suite 500 700 Nicollet Mall Minneapolis, MN 55402 Tel: +1 612 343 1000 ey.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 LIFECORE BIOMEDICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 LIFECORE BIOMEDICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissio

Lifecore Biomedical Concludes Strategic Evaluation Process, Announces Management Succession and Board Changes Appoints Paul Josephs, an executive with 25 years of CDMO experience as CEO, to succeed current CEO James Hall following his retirement Anno

Exhibit 99.1 Lifecore Biomedical Concludes Strategic Evaluation Process, Announces Management Succession and Board Changes Appoints Paul Josephs, an executive with 25 years of CDMO experience as CEO, to succeed current CEO James Hall following his retirement Announces changes to its Board of Directors, appoints new Board Chair CHASKA, Minn., March 20, 2024 (GLOBE NEWSWIRE) - Lifecore Biomedical, I

Separation Agreement, approved March 20, 2024, by and between the Company and James G. Hall, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 21, 2024.

Exhibit 10.3 Separation Agreement and General Release This Separation Agreement and General Release (the “Agreement”) is by and between James G. Hall (“Executive”) and Lifecore Biomedical, Inc. (the “Company”) effective as of the Effective Date (as defined in Section 4 below). In consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties her

Offer Letter, dated March 20, 2024, by and between the Company and Paul Josephs, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 21, 2024.

Exhibit 10.1 3515 Lyman Blvd Chaska, MN 55318 Date: March 20, 2024 Paul Josephs 17 Grogan Mill San Antonio, TX 78248 Dear Paul, Congratulations! We are very pleased to offer you the position of President and Chief Executive Officer of Lifecore Biomedical, Inc. (“Lifecore” or “Company”). You will report to Lifecore’s board of directors. Your first day of employment will be May 20, 2024 (“Effective

Lifecore Biomedical, Inc. Equity Inducement Plan, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 21, 2024.

Exhibit 10.2 LIFECORE BIOMEDICAL, INC. EQUITY INDUCEMENT PLAN Effective Date March 20, 2024 SECTION 1. INTRODUCTION. 1.1 The Lifecore Biomedical, Inc. Equity Inducement Plan (the “Plan”) will be effective on the Effective Date. 1.2 The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by attracting Key Service Providers who are expected to

Second Amendment to Credit Agreement, dated as of December 22, 2021, by and among Lifecore Biomedical, Inc. (formerly known as Landec Corporation), Curation Foods, Inc., Lifecore Biomedical Operating Company, Inc. (formerly known as Lifecore Biomedical, Inc.) and BMO Harris Bank, N.A.

EXECUTION VERSION ACTIVE 275925305v.3 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of December 22, 2021 (this “Amendment”), is entered into by and among LANDEC CORPORATION, a Delaware corporation (“Landec”), CURATION FOODS, INC., a Delaware corporation (“Curation”), LIFECORE BIOMEDICAL, INC., a Delaware corporation (collectively with Landec and Curation,

First Amendment to Credit Agreement, dated as of April 19, 2021, by and among Lifecore Biomedical, Inc. (formerly known as Landec Corporation), Curation Foods, Inc., Lifecore Biomedical Operating Company, Inc. (formerly known as Lifecore Biomedical, Inc.) and BMO Harris Bank, N.A.

EXECUTION VERSION ACTIVE 266434706v.6 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 19, 2021 (this “Amendment”), is entered into by and among LANDEC CORPORATION, a Delaware corporation (“Landec”), CURATION FOODS, INC., a Delaware corporation (“Curation”), LIFECORE BIOMEDICAL, INC., a Delaware corporation (collectively with Landec and Curation, the

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary State of Incorporation Curation Foods, Inc. Delaware Lifecore Biomedical Operating Company, Inc. Delaware

Lifecore Biomedical, Inc March 2024 Supplemental Financial Information FY23 10-K Restatement Summary Exhbit 99.2 FY23 Form 10-K Restatement Summary The FY23 Annual Report on Form 10-K filing contains the restatement of previously issued consolidated

supplementaldeckmarch202 Lifecore Biomedical, Inc March 2024 Supplemental Financial Information FY23 10-K Restatement Summary Exhbit 99.

Compensation Recoupment Policy, incorporated by reference to Exhibit 97.1 to the Registrant’s Current Report on Form 10-K filed on March 20, 2024.

Exhibit 97.1 Lifecore Biomedical, Inc. Compensation Recoupment Policy I.Introduction The Board of Directors (the “Board”) of Lifecore Biomedical, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Compensation Recoupment Policy (this “Policy”) providing for the Company’s recoupment of Recoverable Incentive

Third Amendment to Credit Agreement, dated as of February 22, 2022, by and among Lifecore Biomedical, Inc. (formerly known as Landec Corporation), Curation Foods, Inc., Lifecore Biomedical Operating Company, Inc. (formerly known as Lifecore Biomedical, Inc.) and BMO Harris Bank, N.A.

EXECUTION VERSION ACTIVE 278258545v.3 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of February 22, 2022 (this “Amendment”), is entered into by and among LANDEC CORPORATION, a Delaware corporation (“Landec”), CURATION FOODS, INC., a Delaware corporation (“Curation”), LIFECORE BIOMEDICAL, INC., a Delaware corporation (collectively with Landec and Curation, t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 LIFECORE BIOMEDICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 28, 2023, or ☐ TRANSITION REPORT PURSUANT TO SECTIO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 28, 2023, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to . Commission file number: 000-27446 LIFECORE

Lifecore Biomedical Completes Restatements and Files Form 10-K for Fiscal Year 2023 Efforts now aligned toward the completion of its First Quarter Fiscal 2024 Report on Form 10-Q

Exhibit 99.1 Lifecore Biomedical Completes Restatements and Files Form 10-K for Fiscal Year 2023 Efforts now aligned toward the completion of its First Quarter Fiscal 2024 Report on Form 10-Q CHASKA, Minn., March 20, 2024 (GLOBE NEWSWIRE) - Lifecore Biomedical, Inc. (NASDAQ: LFCR) (“Lifecore” or the “Company”), a fully integrated contract development and manufacturing organization (“CDMO”), announ

LFCR / Lifecore Biomedical, Inc. / 22NW Fund, LP - ACQUISITION OF BENEFICIAL OWNERSHIP Activist Investment

SC 13D/A 1 lifecoresc13da-011124.htm ACQUISITION OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Lifecore Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.001 per

JOINT FILING AGREEMENT

EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT Lifecore Biomedical, Inc. SC 13D/A Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, par va

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commis

Lifecore Biomedical, Inc. Announces Receipt of Nasdaq Notice of Delisting and Intention to Appeal Notice of Delisting Will Not Immediately Result in the Suspension or Delisting of the Company’s Securities

Exhibit 99.1 Lifecore Biomedical, Inc. Announces Receipt of Nasdaq Notice of Delisting and Intention to Appeal Notice of Delisting Will Not Immediately Result in the Suspension or Delisting of the Company’s Securities CHASKA, Minn., February 16, 2024 (GLOBE NEWSWIRE) - Lifecore Biomedical, Inc. (NASDAQ: LFCR) (the “Company”) announced today that on February 13, 2024 it received a Staff Delisting D

LNDC / Landec Corp. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12 )* Lifecore Biomedical Inc (Name of Issuer) Common Stock (Title of Class of Securities) 514766104 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

Lifecore Biomedical, Inc. Receives Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 Lifecore Biomedical, Inc. Receives Notice from Nasdaq Regarding Delayed Quarterly Report CHASKA, Minn., January 12, 2024 (GLOBE NEWSWIRE) - Lifecore Biomedical, Inc. (NASDAQ: LFCR) (the “Company”) announced today that it received a notice (“Notice”) on January 10, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in c

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2024 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: November 26, 2023 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on For

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commis

Limited Waiver and First Amendment to that certain Credit and Guaranty Agreement, dated May 22, 2023, by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and Alcon Research, LLC, as lender, administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 5, 2024.

Alcon Research, LLC 6201 South Freeway Fort Worth, Texas 76134 Alcon Research, LLC – Lifecore Biomedical, Inc.

Limited Waiver and Sixth Amendment to that certain Credit Agreement, dated December 31, 2020, by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and BMO Harris Bank, N.A., as lender and administrative agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 5, 2024.

EXECUTION VERSION LIMITED WAIVER AND SIXTH AMENDMENT TO CREDIT AGREEMENT This LIMITED WAIVER AND SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 31, 2023 (this “Amendment”), is entered into by and among LIFECORE BIOMEDICAL, INC.

Amendment No. 1 to that certain Amended and Restated Supply Agreement, dated May 3, 2023, by and between Lifecore Biomedical, Inc. and Alcon Research, LLC, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on January 5, 2024.

1 REDACTED INFORMATION MARKED IN [BOLD] HAS BEEN DELETED FROM EXHIBIT 10.4 TO CURRENT REPORT ON FORM 8-K DATED DECEMBER 31, 2023 OF LIFECORE BIOMEDICAL, INC. AND IS REPRESENTED IN EXHIBIT 10.4 BY BRACKETS AND ASTERISKS AS FOLLOWS [* * *]. AMENDMENT NO. 1 TO AMENDED AND RESTATED SUPPLY AGREEMENT This Amendment No. 1 to Amended and Restated Supply Agreement (the “First Amendment”), effective as of D

Amended and Restated Contract Manufacturing Agreement, dated December 31, 2023, by and between Lifecore Biomedical, Inc. and Alcon Research, LLC, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on January 5, 2024.

Upside #23116 REDACTED INFORMATION MARKED IN [BOLD] HAS BEEN DELETED FROM EXHIBIT 10.

Lifecore Biomedical Expands Relationship with Existing Long-Term Customer Through a Series of Commercial Arrangements Lifecore enters into commercial agreements with Alcon that include new 8-year commercial manufacturing arrangements Lifecore receive

Lifecore Biomedical Expands Relationship with Existing Long-Term Customer Through a Series of Commercial Arrangements Lifecore enters into commercial agreements with Alcon that include new 8-year commercial manufacturing arrangements Lifecore receives amendment and waiver for its term debt facility with Alcon and BMO CHASKA, Minn.

LNDC / Landec Corp. / Legion Partners Asset Management, LLC - AMENDMENT NO. 7 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7)1 Lifecore Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 514766104 (CUSIP Number) CHRISTOPHER

Company Reaches Favorable Resolution Regarding Previously-Disclosed Investigation of Formerly-Held Subsidiary Yucatan Foods U.S. Department of Justice Declines Prosecution

Company Reaches Favorable Resolution Regarding Previously-Disclosed Investigation of Formerly-Held Subsidiary Yucatan Foods U.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commis

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commiss

Lifecore Biomedical, Inc. Receives Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 Lifecore Biomedical, Inc. Receives Notice from Nasdaq Regarding Delayed Quarterly Report CHASKA, Minn., October 18, 2023 (GLOBE NEWSWIRE) - Lifecore Biomedical, Inc. (NASDAQ: LFCR) (the “Company”) announced today that it received a notice (“Notice”) on October 12, 2023 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in c

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: August 27, 2023 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact Information: Investor Relations Jeff Sonnek (646) 277-1263 [email protected] Lifecore Biomedical Reports Fourth Quarter and Full Fiscal Year 2023 Results CHASKA, MN – August 31, 2023 - Lifecore Biomedic

q4fy23financialpressrele Exhibit 99.1 FOR IMMEDIATE RELEASE Contact Information: Investor Relations Jeff Sonnek (646) 277-1263 [email protected] Lifecore Biomedical Reports Fourth Quarter and Full Fiscal Year 2023 Results CHASKA, MN – August 31, 2023 - Lifecore Biomedical, Inc. (Nasdaq: LFCR) (“Lifecore” or the “Company”), a fully integrated contract development and manufacturing organization

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissi

Lifecore Biomedical, Inc. Receives Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 Lifecore Biomedical, Inc. Receives Notice from Nasdaq Regarding Delayed Quarterly Report Chaska, Minn., August 22, 2023 (GLOBE NEWSWIRE) - Lifecore Biomedical, Inc. (NASDAQ: LFCR) (the “Company”) announced today that it received a notice (“Notice”) on August 17, 2023 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in com

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissi

LNDC / Landec Corp. / Cove Street Capital, LLC Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* LIFECORE BIOMEDICAL, INC (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 514766104 (CUSIP Number) 525 South Douglas Street, Suite 225, El Segundo, CA 90245 (424) 221-5897 (Name, Address and Telephon

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: May 28, 2023 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-S

JOINT FILING AGREEMENT

EX-99.1 2 tm2320265d1ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Lifecore Biomedical, Inc., and furthe

LNDC / Landec Corp. / Greenhaven Road Investment Management, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LIFECORE BIOMEDICAL, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 514766104 (CUSIP Number) June 21, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

LNDC / Landec Corp. / 22NW Fund, LP - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Lifecore Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 514766104 (CUSIP Number) ARON R. ENG

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, par value $0.001 per share, of Lifecore Biomedical, Inc., a Delaware corporation. Thi

Lifecore Biomedical, Inc. Up to 12,667,486 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271176 Prospectus Lifecore Biomedical, Inc. Up to 12,667,486 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus or their permitted transferees (the “Selling Stockholders”) of up to 12,667,486 shares of our common stock, par value $0.001 per share (the “common stock”), including (i)

Lifecore Biomedical, Inc. 3515 Lyman Boulevard Chaska, Minnesota 55318

Lifecore Biomedical, Inc. 3515 Lyman Boulevard Chaska, Minnesota 55318 June 7, 2023 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Gregory Herbers Re: Lifecore Biomedical, Inc. Registration Statement on Form S-1 (Registration No. 333-271176) To the addressee set forth above: In accordan

As filed with the U.S. Securities and Exchange Commission on June 6, 2023

As filed with the U.S. Securities and Exchange Commission on June 6, 2023 Registration No. 333-271176 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lifecore Biomedical, Inc. (Exact name of registrant as specified in its charter) Delaware 2821 94-3025618 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended February 26, 2023, or ☐ TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended February 26, 2023, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period for to . Commission file number: 000-27446

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission

Lifecore Biomedical Reports Third Quarter Fiscal Year 2023 Results Going concern qualification is removed as a result of the $150 million new financing transaction announced last week

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact Information: Investor Relations Jeff Sonnek (646) 277-1263 [email protected] Lifecore Biomedical Reports Third Quarter Fiscal Year 2023 Results Going concern qualification is removed as a result of the $150 million new financing transaction announced last week CHASKA, MN – June 1, 2023 - Lifecore Biomedical, Inc. (“Lifecore” or the “Company”), a full

Amended and Restated Supply Agreement, dated May 3, 2023, by and between Lifecore Biomedical, Inc. and Alcon Research, LLC, incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on May 23, 2023.

EXHIBIT 10.6 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [* * *] INDICATES THAT INFORMATION HAS BEEN REDACTED AMENDED AND RESTATED SUPPLY AGREEMENT THIS AMENDED AND RESTATED SUPPLY AGREEMENT (the “Agreement”), effective as of the 3rd day of May, 2023 (the “Effective Date”),

Limited Waiver and Fifth Amendment to that certain Credit Agreement, dated May 22, 2023, by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and BMO Harris Bank, N.A., as lender and administrative agent, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on May 23, 2023.

Exhibit 10.3 EXECUTION VERSION LIMITED WAIVER, CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT This LIMITED WAIVER, CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 22, 2023 (this “Amendment”), is entered into by and among LIFECORE BIOMEDICAL, INC., a Delaware corporation (“Holdings”), CURATION FOODS, INC., a Delaware corporation (“Curation”), LIFECORE BIOMEDICAL OPERATING COMPANY,

Equipment Sale and Leaseback Agreement, dated May 22, 2023, by and between Lifecore Biomedical, Inc. and Alcon Research, LLC, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on May 23, 2023.

Exhibit 10.4 EXECUTION COPY EQUIPMENT SALE AND LEASEBACK AGREEMENT This EQUIPMENT SALE AND LEASEBACK AGREEMENT (as the same may from time to time be amended, restated, or otherwise modified, this “Agreement”), dated and effective as of May 22, 2023 (the “Effective Date”), is entered into between Lifecore Biomedical, Inc., a Delaware corporation (“Seller”), and Alcon Research, LLC, a Delaware limit

Credit and Guaranty Agreement, dated May 22, 2023, by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and Alcon Research, LLC, as lender, administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 23, 2023.

Exhibit 10.1 Execution Version CREDIT AND GUARANTY AGREEMENT dated as of May 22, 2023, by and among LIFECORE BIOMEDICAL, INC. (F/K/A LANDEC CORPORATION), CURATION FOODS, INC., LIFECORE BIOMEDICAL OPERATING COMPANY, INC. (F/K/A LIFECORE BIOMEDICAL, INC.), as Borrowers, and certain of its Affiliates party hereto from time to time, as guarantors, the other Credit Parties party hereto from time to tim

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 LIFECORE BIOMEDICAL,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission

Lifecore Biomedical Enters into $150.0 Million in New Financing, Repays its Outstanding Term Loans and Signs New Supply Agreement to Expand HA Fermentation Capacity with Existing Long-Term Customer New $150 million credit arrangements include six-yea

Exhibit 99.1 Lifecore Biomedical Enters into $150.0 Million in New Financing, Repays its Outstanding Term Loans and Signs New Supply Agreement to Expand HA Fermentation Capacity with Existing Long-Term Customer New $150 million credit arrangements include six-year credit agreement and equipment sale and leaseback to replace existing term loan CHASKA, Minn., May 22, 2023 (GLOBE NEWSWIRE) – Lifecore

Equipment Lease Agreement, dated May 22, 2023, by and between Lifecore Biomedical, Inc. and Alcon Research, LLC, incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on May 23, 2023.

Exhibit 10.5 EXECUTION COPY EQUIPMENT LEASE AGREEMENT This EQUIPMENT LEASE AGREEMENT dated as of May 22, 2023 (the “Effective Date”) (as the same may from time to time be amended, restated or otherwise modified this “Lease”) is made by and between ALCON RESEARCH, LLC, a Delaware limited liability company (the “Lessor”), and LIFECORE BIOMEDICAL, INC., a Delaware corporation (the “Lessee”). WHEREAS,

Pledge and Security Agreement, dated May 22, 2023, by and among Lifecore Biomedical, Inc., Curation Foods, Inc., Lifecore Biomedical Operating Company, Inc. and certain other subsidiary parties thereto, as grantors, and Alcon Research, LLC, as collateral agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 23, 2023.

Exhibit 10.2 Execution Version PLEDGE AND SECURITY AGREEMENT dated as of May 22, 2023 by and among EACH OF THE GRANTORS PARTY HERETO and ALCON RESEARCH, LLC, as Collateral Agent TABLE OF CONTENTS Page SECTION 1. DEFINITIONS. 1 1.1 General Definitions. 1 1.2 Definitions; Interpretation. 6 SECTION 2. GRANT OF SECURITY. 7 2.1 Grant of Security. 7 2.2 Certain Limited Exclusions. 7 SECTION 3. SECURITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 LIFECORE BIOMEDICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissio

Amendment dated April 27, 2023 to the Lifecore Biomedical, Inc. (f/k/a Landec Corporation) Executive Change in Control Severance Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 2, 2023.

EXHIBIT 10.1 Amendment dated April 27, 2023 to the Lifecore Biomedical, Inc. (f/k/a Landec Corporation) Executive Change in Control Severance Plan Effective April 27, 2023, Section 13.3 of the Plan was amended and restated in its entirety to read: 13.3 Termination and Amendment of Plan. The Administrator has the right to amend, suspend, or terminate the Plan at any time, subject to the terms of th

Lifecore Biomedical, Inc. Receives Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 Lifecore Biomedical, Inc. Receives Notice from Nasdaq Regarding Delayed Quarterly Report Chaska, Minn., April 14, 2023 (GLOBE NEWSWIRE) - Lifecore Biomedical, Inc. (NASDAQ: LFCR) (the “Company”) announced today that it received a notice (“Notice”) on April 13, 2023 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2023 LIFECORE BIOMEDICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: February 26, 2023 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on For

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Lifecore Biomedical, Inc.

to the initial filing of this registration statement

S-1 1 lfcr-resalesx1.htm S-1 As filed with the U.S. Securities and Exchange Commission on April 6, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lifecore Biomedical, Inc. (Exact name of registrant as specified in its charter) Delaware 2821 94-3025618 (State or other jurisdiction of

Calculation of Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Lifecore Biomedical, Inc.

Exhibit 99.1 Lifecore Biomedical Announces Sale of Curation Foods’ O Olive Oil and Vinegar® Business Chaska, MN – April 6, 2023 - Lifecore Biomedical, Inc. (“Lifecore” or the “Company”), a fully integrated contract development and manufacturing organ

ooliveoilpressrelease Exhibit 99.1 Lifecore Biomedical Announces Sale of Curation Foods’ O Olive Oil and Vinegar® Business Chaska, MN – April 6, 2023 - Lifecore Biomedical, Inc. (“Lifecore” or the “Company”), a fully integrated contract development and manufacturing organization (“CDMO”), today announced that it has completed the sale of all of its Curation Foods’ assets related to the O Olive Oil

As filed with the Securities and Exchange Commission on April 6, 2023.

As filed with the Securities and Exchange Commission on April 6, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lifecore Biomedical, Inc. (Exact name of registrant as specified in its charter) Delaware 94-3025618 (State or other jurisdiction of incorporation or organization) (I.R.S

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION On February 7, 2023 (the “Closing Date”), Lifecore Biomedical, Inc. (the “Company” or “Lifecore”) completed the sale of all the Company’s avocado products business (the “Business”), including its Yucatan® and Cabo Fresh® brands, as well as the associated manufacturing facility and operations in Guanajuato, Mexico, through the acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 29, 2022, or ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 29, 2022, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to . Commission file number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended August 28, 2022, or ☐ TRANSIT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended August 28, 2022, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period for to . Commission file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended November 27, 2022, or ☐ TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended November 27, 2022, or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period for to . Commission file number: 000-27446

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 LIFECORE BIOMEDICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissio

LNDC / Landec Corp. / WYNNEFIELD PARTNERS SMALL CAP VALUE LP I - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 9) Under the Securities Exchange Act of 1934 LIFECORE BIOMEDICAL, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 514766104 (CUSIP Number) Wynnefield Partners Small Cap Value, L.P. I 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Ob

Exhibit 99.2 Lifecore Biomedical Announces Intent to Explore Strategic Alternatives CHASKA, MN – March 16, 2022 – Lifecore Biomedical, Inc. (“Lifecore” or the “Company”), a fully integrated contract development and manufacturing organization (“CDMO”)

strategicalternativespr Exhibit 99.2 Lifecore Biomedical Announces Intent to Explore Strategic Alternatives CHASKA, MN – March 16, 2022 – Lifecore Biomedical, Inc. (“Lifecore” or the “Company”), a fully integrated contract development and manufacturing organization (“CDMO”), today announced that the Board of Directors of the Company (the “Board”) intends to initiate a process to evaluate the Compa

Lifecore Biomedical Reports Second Quarter Fiscal Year 2023 Results Company Announces Intention to Explore Strategic Alternatives Signs Term Sheet with Key Customer to Materially Expand Commercial Relationship Expands Development Pipeline from 24 to

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact Information: Investor Relations Jeff Sonnek (646) 277-1263 [email protected] Lifecore Biomedical Reports Second Quarter Fiscal Year 2023 Results Company Announces Intention to Explore Strategic Alternatives Signs Term Sheet with Key Customer to Materially Expand Commercial Relationship Expands Development Pipeline from 24 to 25 Active Projects as of

LNDC / Landec Corp. / WYNNEFIELD PARTNERS SMALL CAP VALUE LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 8) Under the Securities Exchange Act of 1934 LIFECORE BIOMEDICAL, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 514766104 (CUSIP Number) Wynnefield Partners Small Cap Value, L.P. I 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Ob

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 LIFECORE BIOMED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commis

LNDC / Landec Corporation / ISZO CAPITAL LP Passive Investment

SC 13G/A 1 lifecore13ga1-021423.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Lifecore Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 514766104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

LNDC / Landec Corporation / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11 )* Lifecore Biomedical Inc (Name of Issuer) Common Stock (Title of Class of Securities) 514766104 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commiss

Securities Purchase Agreement, dated February 7, 2023, by and among Lifecore Biomedical, Inc., Yucatan Foods, LLC, Camden Fruit Corp., and Yucatan Acquisition Holdings LLC, incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on February 7, 2023.

SECURITIES PURCHASE AGREEMENT BY AND AMONG YUCATAN ACQUISITION HOLDINGS LLC, AS THE BUYER, YUCATAN FOODS, LLC, CAMDEN FRUIT CORP.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commiss

LNDC / Landec Corporation / WYNNEFIELD PARTNERS SMALL CAP VALUE LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 7) Under the Securities Exchange Act of 1934 LIFECORE BIOMEDICAL, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 514766104 (CUSIP Number) Wynnefield Partners Small Cap Value, L.P. I 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Ob

LNDC / Landec Corporation / Cove Street Capital, LLC Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* LIFECORE BIOMEDICAL, INC (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 514766104 (CUSIP Number) 525 South Douglas Street, Suite 225, El Segundo, CA 90245 (424) 221-5897 (Name, Address and Telephone N

Lifecore Biomedical Receives Notice from Nasdaq Regarding Delayed Quarterly Report January 11, 2023 CHASKA, Minn., Jan. 11, 2023 (GLOBE NEWSWIRE) -- Lifecore Biomedical, Inc. (“Lifecore” or the “Company”), announced today that it received a notice (“

Lifecore Biomedical Receives Notice from Nasdaq Regarding Delayed Quarterly Report January 11, 2023 CHASKA, Minn.

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commiss

LNDC / Landec Corporation / Legion Partners Asset Management, LLC - AMENDMENT NO. 6 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 Lifecore Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 514766104 (CUSIP Number) CHRISTOPHER

Limited Waiver and Fourth Amendment to Credit and Guaranty Agreement, dated January 9, 2023, Goldman Sachs Specialty Lending Group, L.P. and the other parties thereto, incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on January 10, 2023.

exhibit103-termloanamend Execution Version LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT This LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of January 9, 2023 (this “Amendment”), is entered into by and among LIFECORE BIOMEDICAL, INC.

Lifecore Biomedical Raises Capital with Private Placement of Convertible Preferred Stock; Amends Credit Facilities $38.75 million Private Placement of Series A Convertible Preferred Stock to Support Working Capital and Capital Expenditures While Purs

a991 Lifecore Biomedical Raises Capital with Private Placement of Convertible Preferred Stock; Amends Credit Facilities $38.

JOINT FILING AGREEMENT

EX-99.3 2 ex993to13d1068001401102023.htm Exhibit 99.3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, par value $0.001 per share, of Lifecore Biom

Revolving Loan Amendment, dated January 9, 2023, incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on January 10, 2023.

EX-10.4 6 exhibit104-revolvingloan.htm EX-10.4 EXECUTION VERSION LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT This LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of January 9, 2023 (this “Amendment”), is entered into by and among LIFECORE BIOMEDICAL, INC. (f/k/a Landec Corporation), a Delaware corporation (“Holdings”), CURATION FOODS, INC., a Delaware corporation (“Cu

Registration Rights Agreement, dated January 9, 2023, by and between Lifecore Biomedical, Inc. and the other parties thereto, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 10, 2023.

EX-10.2 4 a102.htm EX-10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 9, 2023, by and among Lifecore Biomedical, Inc. (f/k/a Landec Corporation), a Delaware corporation with its principal executive offices located at 3515 Lyman Boulevard, Chaska, Minnesota 55318 (the “Company”), and the investors (each, a “Buyer” and collectively, the “Buyer

LNDC / Landec Corporation / 22NW Fund, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Lifecore Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 514766104 (CUSIP Number) Aron R. Engl

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commissi

Certificate of Designations of Lifecore Biomedical, Inc., dated January 9, 2023, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 10, 2023.

a31 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF LIFECORE BIOMEDICAL, INC.

Securities Purchase Agreement, dated January 9, 2023, by and between Lifecore Biomedical, Inc. and the purchasers named therein, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 10, 2023.

SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 9, 2023, is by and among Lifecore Biomedical, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 lifecore-form12bx25lwcomme.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: November 27, 2022 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition

LNDC / Landec Corporation / WYNNEFIELD PARTNERS SMALL CAP VALUE LP I - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 6) Under the Securities Exchange Act of 1934 LIFECORE BIOMEDICAL, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 514766104 (CUSIP Number) Wynnefield Partners Small Cap Value, L.P. I 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Ob

Securities Purchase Agreement, dated November 25, 2022, by and among the Company and the purchasers named therein, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 25, 2022.

LIFECORE BIOMEDICAL, INC. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (?Agreement?) is made as of November 25, 2022 (the ?Effective Date?), by and among Lifecore Biomedical, Inc., a Delaware corporation (the ?Company?), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the ?Sched

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2022 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commis

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commis

Amendment No. 4 to By-Laws of the Registrant, incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on November 16, 2022.

Exhibit 3.2 AMENDMENT NO. 4 TO BY-LAWS OF LANDEC CORPORATION The title of the By-Laws of Landec Corporation shall be amended and restated to read in its entirety as follows: ?AMENDED AND RESTATED BYLAWS OF LIFECORE BIOMEDICAL, INC. (THE ?CORPORATION?) (formerly known as Landec Corporation)?

Lifecore Biomedical Announces Completion of Corporate Name Change Common stock expected to begin trading tomorrow under new Nasdaq ticker symbol “LFCR” Lifecore global headquarters relocated to Chaska, MN Launches new investor relations website: ir.l

Exhibit 99.1 Lifecore Biomedical Announces Completion of Corporate Name Change Common stock expected to begin trading tomorrow under new Nasdaq ticker symbol ?LFCR? Lifecore global headquarters relocated to Chaska, MN Launches new investor relations website: ir.lifecore.com CHASKA, MN ? November 14, 2022 ? Lifecore Biomedical, Inc. (?Lifecore? or the ?Company?), a fully integrated contract develop

Certificate of Amendment to Certificate Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 16, 2022.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF LANDEC CORPORATION Landec Corporation (hereinafter called the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: FIRST: That the present name of the Corporation is Landec Corporation and that this

Amendment to the Landec Corporation 2019 Stock Incentive Plan, including the forms of awards attached thereto, incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 7, 2022.

AMENDMENT TO THE LANDEC CORPORATION 2019 STOCK INCENTIVE PLAN THIS AMENDMENT TO THE LANDEC CORPORATION 2019 STOCK INCENTIVE PLAN (this ?Amendment?), effective as of November 1, 2022, is made and adopted by Landec Corporation, a Delaware corporation (the ?Company?).

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2022 LANDEC CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended August 28, 2022, or ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended August 28, 2022, or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period for to . Commission file number: 000-27446 L

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2022 LANDEC CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission file

Landec Corporation Reports First Quarter Fiscal Year 2023 Results Lifecore segment revenues increased 8.0% to $23.7 million in fiscal 2023 first quarter versus the prior year period Lifecore segment EBITDA increased 8.1% to $2.5 million in fiscal 202

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact Information: Investor Relations Jeff Sonnek (646) 277-1263 [email protected] Landec Corporation Reports First Quarter Fiscal Year 2023 Results Lifecore segment revenues increased 8.0% to $23.7 million in fiscal 2023 first quarter versus the prior year period Lifecore segment EBITDA increased 8.1% to $2.5 million in fiscal 2023 first quarter versus th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 proxyfy22.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted

Description of Capital Stock, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on September 14, 2022.

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Landec Corporation (the ?Company,? ?we,? ?us,? and ?our?) is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our certificate of incorporation, which has been pub

Subsidiaries of the Registrant, incorporated herein by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on September 14, 2022.

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary State of Incorporation Curation Foods, Inc. Delaware Lifecore Biomedical, Inc. Delaware

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2022 LANDEC CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 29, 2022, or ☐ TRANSITION REPORT PURSUANT TO SECTIO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 29, 2022, or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to . Commission file number: 000-27446 LANDEC CO

LNDC / Landec Corporation / 22NW Fund, LP - THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Landec Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 514766104 (CUSIP Number) August

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated September 12, 2022 with respect to the Common Stock, $0.001 par value per share, of Landec Corporation, and any amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2022 LANDEC CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission fi

Landec Corp. Receives Notice from Nasdaq Regarding Delayed Annual Report

Exhibit 99.1 Landec Corp. Receives Notice from Nasdaq Regarding Delayed Annual Report Santa Maria, Calif., September 9, 2022 (GLOBE NEWSWIRE) - Landec Corp. (NASDAQ: LNDC) (the ?Company?) announced today that it received a notice (?Notice?) on September 2, 2022 from the Listing Qualifications Department of The Nasdaq Stock Market (?Nasdaq?) stating that the Company is not in compliance with Nasdaq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 lndc-nt10xklwdraft13401463.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: May 29, 2022 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Repo

CONFIDENTIAL 1 Lifecore Biomedical Investor Presentation August 2022 Progress made www.lifecore.com possible (Nasdaq: LNDC) This presentation contains forward-looking statements regarding future events and our future results that are subject to the s

CONFIDENTIAL 1 Lifecore Biomedical Investor Presentation August 2022 Progress made www.

Transition and Separation Agreement, effective August 10, 2022, by and between the Company and Dr. Albert Bolles, Ph.D., incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 10, 2022.

EX-10.1 2 landec-xbollesxtransitiona.htm EX-10.1 Exhibit 10.1 TRANSITION AND SEPARATION AGREEMENT This Transition and Separation Agreement (the “Agreement”) is entered into by and between Albert D. Bolles, Ph.D. (“Executive”) and Landec Corporation, a Delaware corporation (the “Company”), effective as of August 10, 2022 (the “Effective Date”). 1. Transition; Separation of Employment. (a) Effective

Landec Corporation Announces Intention to Become Lifecore Biomedical Landec expected to rename and rebrand to Lifecore Biomedical and update Nasdaq ticker symbol Names new CEO Announces future changes to its Board of Directors

EX-99.2 4 ex992pr.htm EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Contact Information: Investor Relations Jeff Sonnek (646) 277-1263 [email protected] Landec Corporation Announces Intention to Become Lifecore Biomedical Landec expected to rename and rebrand to Lifecore Biomedical and update Nasdaq ticker symbol Names new CEO Announces future changes to its Board of Directors SANTA MARIA, CA &

Landec Corporation Reports Fourth Quarter and Full Fiscal Year 2022 Results Recently announced intent to rename and rebrand to Lifecore Biomedical, along with leadership and Board changes Lifecore segment revenues increased 6.9% to $27.6 million in f

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact Information: Investor Relations Jeff Sonnek (646) 277-1263 [email protected] Landec Corporation Reports Fourth Quarter and Full Fiscal Year 2022 Results Recently announced intent to rename and rebrand to Lifecore Biomedical, along with leadership and Board changes Lifecore segment revenues increased 6.9% to $27.6 million in fiscal fourth quarter, and

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2022 LANDEC CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission file

Landec Corporation Announces Sale of Curation Foods’ BreatheWay® Business for $3.2 Million in Cash BreatheWay divestment represents another step towards creating a CDMO-focused company aligned with attractive growth categories and end markets

Landec Corporation Announces Sale of Curation Foods? BreatheWay? Business for $3.2 Million in Cash BreatheWay divestment represents another step towards creating a CDMO-focused company aligned with attractive growth categories and end markets SANTA MARIA, CA ? June 2, 2022 - Landec Corporation (Nasdaq: LNDC) (?Landec? or the ?Company?), a diversified health and wellness company focused on its grow

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2022 LANDEC CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-27446 94-3025618 (State or other jurisdiction of incorporation) (Commission file nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended February 27, 2022, or ☐ TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended February 27, 2022, or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period for to . Commission file number: 000-27446

Landec Corporation Reports Third Quarter Fiscal Year 2022 Results Lifecore segment revenues increased 27.9% in fiscal third quarter, as compared to prior year period Reiterates fiscal 2022 full year guidance

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact Information: Investor Relations Jeff Sonnek (646) 277-1263 [email protected] Landec Corporation Reports Third Quarter Fiscal Year 2022 Results Lifecore segment revenues increased 27.9% in fiscal third quarter, as compared to prior year period Reiterates fiscal 2022 full year guidance SANTA MARIA, CA ? April 5, 2022 - Landec Corporation (Nasdaq: LNDC)