LIFECORE BIOMEDICAL INC DE

(Former name or former address, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

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Item 1.01 Entry into a Material Definitive Agreement.

On October 3, 2024, Lifecore Biomedical, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain entities listed on Exhibit A thereto (the “Purchasers”). Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 5,928,775 shares of its common stock (the “Shares”) for aggregate gross proceeds of approximately $24.3 million (the “Offering”). The purchase price for each Share was $4.10. The Offering closed on October 3, 2024 (the “Closing Date”).

Certain Purchasers that purchased Shares in the Offering include (i) entities affiliated with Legion Partners Asset Management, LLC (“Legion Partners”), (ii) entities affiliated with Greenhaven Road Investment Management, LP, (iii) entities affiliated with Wynnefield Capital, Inc. (“Wynnefield Capital”), and (iv) entities affiliated with 325 Capital. Christopher Kiper, a member of the Company’s board of directors (the “Board”), is affiliated with Legion Partners and Nelson Obus, a member of the Board, is affiliated with Wynnefield Capital. The Company’s prior material relationships with such parties are described under “Certain Relationships and Related Party Transactions” beginning on page 43 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on September 23, 2024, which description is incorporated herein by reference.

Pursuant to the Purchase Agreement, the Company has agreed to prepare and file a resale registration statement, to register the resale of the Shares, with the SEC no later than the 30th calendar day following the Closing Date and to use its reasonable efforts to cause such resale registration statement to become effective by the 60th calendar day following the Closing Date (or, in the event of a “full review” by the SEC, the 90th calendar day following the Closing Date). The Purchase Agreement also provides that the Company must make certain payments as liquidated damages to the Purchasers if the Company fails to timely cause the resale registration statement to become effective or if the resale registration statement should become unavailable for the resale of the Shares, subject to certain exceptions. The Company has also granted the Purchasers certain piggyback registration rights and agreed, among other things, to indemnify such parties under any registration statement filed that includes the Shares from certain losses, claims, damages and liabilities.

The Offering was exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) the Securities Act of 1933, as amended (the “Securities Act”). The Shares were not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.

The foregoing description of the transaction is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto.

Item 2.02 Results of Operations and Financial Condition.

On October 4, 2024, the Company issued a press release announcing its consolidated financial results for the fiscal quarter ended August 25, 2024. The press release is furnished herewith as Exhibit 99.1.

The information in this Item 2.02 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Item 2.02 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 3.02 Unregistered Sales of Equity Securities.

The information called for by this Item 3.02 is contained in Item 1.01, which is incorporated herein by reference.