LIFECORE BIOMEDICAL INC DE

Our Board believes that the current number of authorized shares of Common Stock is not adequate to enable us, as the need may arise, to take advantage of market conditions and favorable opportunities involving the issuance of our Common Stock without the delay and expense associated with the holding of a special meeting of our stockholders. The availability of additional authorized Common Stock will provide us with the flexibility in the future to issue shares of our Common Stock for general corporate purposes, such as raising additional capital, sales of Common Stock or securities convertible into or exercisable for Common Stock, and providing future equity incentives to employees, officers, and directors. We believe that the Authorized Shares Amendment will provide us with additional flexibility to meet business and financing needs as and when they may arise.

The Company intends to continue to consider transactions consistent with its business plan from time to time that could result in issuances of shares of Common Stock in the future. The Board will determine whether, when, and on what terms any issuance of shares of our Common Stock may be warranted in connection with any future actions. No further action or authorization by our stockholders will be necessary before issuance of the additional shares of our Common Stock authorized under the Authorized Shares Amendment, except as may be required for a particular transaction by our Certificate of Incorporation, the Bylaws, or the Certificate of Designations, or by applicable law or Nasdaq Listing Rules.