LIFECORE BIOMEDICAL, INC. \DE\

You should carefully consider the risks described in Part I, Item 1A, “Risk Factors” of the 2025 Transition Report, as our business, financial condition and results of operations could be adversely affected by any of the risks and uncertainties described therein and herein.

The following risk factors represent new risk factors or those containing changes, including material changes, to the risk factors set forth in Part I, Item 1A, “Risk Factors” of the 2025 Transition Report. If any of the previously identified or following risks, either alone or taken together, or other risks not presently known to us or that we currently believe to not be significant, develop into actual events, then our business, financial condition, results of operations or prospects could be materially adversely affected. If that happens, the market price of our Common Stock could decline, and stockholders may lose all or part of their investment.

Risks related to the Merger and the Merger Agreement

We may not complete the Merger within the timeframe we anticipate or at all, which could have an adverse effect on our business, financial condition, results of operations and the market price of our Common Stock.

As previously announced, the Merger is expected to close at the end of the fourth quarter of 2026, subject to the approval of our stockholders, the receipt of required regulatory approvals and the satisfaction of certain other closing conditions. If the Merger is completed, we will become a privately held company, and our Common Stock will be delisted from the Nasdaq Stock Market and deregistered under the Exchange Act.

Either we or Parent may, subject to certain exceptions, terminate the Merger Agreement if the Merger has not been completed by June 27, 2027, which date will be automatically extended to September 27, 2027, if all closing conditions other than the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), have been satisfied or waived. There is no assurance that all of the closing conditions will be satisfied (or waived, to the extent permitted by applicable law), or that the Merger will be completed on the terms reflected in the Merger Agreement, within the expected timeframe, or at all.

If the Merger is not completed within the expected timeframe or at all, we may be subject to a number of material risks in addition to the risks of continuing to operate our business. The market price of our Common Stock may decline to the extent that current market prices reflect a market assumption that the Merger will be completed on a timely basis, and investor confidence in us could decline. We may also experience negative publicity and negative effects on our relationships with our stockholders, employees, customers, suppliers and other business partners, and stockholder litigation could be brought against us. We will have incurred significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger, from which we will receive little or no benefit if the Merger is not completed, and we could be required to pay Parent a termination fee under specified circumstances, as described below. In addition, we may be required to devote significant time and resources to litigation related to any failure to complete the Merger or to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement. If the Merger is not completed, we would continue to operate as an independent public company and would remain subject to the risks described in Part I, Item 1A, “Risk Factors” of the 2025 Transition Report, which could be exacerbated by the factors described below under “—General economic, market, political and regulatory conditions could delay or prevent completion of the Merger, reduce the value of the CVRs and adversely affect our business while the Merger is pending.”

Our ability to complete the Merger is subject to certain closing conditions, including the receipt of consents and approvals from our stockholders and governmental entities, that may impose conditions that could adversely affect us or cause the Merger to be abandoned.

Completion of the Merger is subject to certain closing conditions, including, among other things, the adoption of the Merger Agreement by our stockholders, the expiration or termination of the applicable waiting period (and any extension thereof) under the HSR Act, the receipt of required governmental consents and approvals and the making of required governmental filings in specified jurisdictions, and the absence of any legal restraint remaining in effect prohibiting or making illegal the consummation of the Merger. The waiting period under the HSR Act is scheduled to expire at 11:59 p.m. Eastern Time on November 9, 2026, unless earlier terminated or extended. If we are unable to obtain the requisite stockholder approval or a governmental authority imposes an injunction or other restraint that remains in effect and prohibits the consummation of the Merger, we will not be able to close the Merger. Concurrently with the execution of the Merger Agreement, we and Parent entered into a Voting and Support Agreement, dated September 27, 2026, with each of the stockholders affiliated with Wynnefield Capital, Inc. and each of the stockholders affiliated with Legion Partners Asset Management, LLC, under which such stockholders have agreed, subject to the terms and conditions thereof, to vote their shares in favor of the adoption of the Merger Agreement. However, we cannot assure you that the requisite stockholder approval will be obtained. Further, the granting of regulatory approvals could involve the imposition of additional conditions on the closing of the Merger, and the imposition of such conditions or the failure or delay to obtain regulatory approvals could have the effect of delaying completion of the Merger or of imposing additional costs or limitations on us or may result in the failure to close the Merger.

In addition, the obligations of each of the Company, Parent and Merger Sub to complete the Merger are conditioned on specified agreements with Alcon, including Amendment No. 3 effective November 1, 2026, to the Amended and Restated Contract Manufacturing Agreement between Alcon and our subsidiary, Lifecore Biomedical, LLC, remaining in full force and effect. Alcon is not a party to the Merger Agreement; therefore, the satisfaction of this condition is not entirely within our or Parent’s control. The obligation of Parent to consummate the Merger is also conditioned upon, among other things, the accuracy of our representations and warranties (subject to certain materiality exceptions), our compliance in all material respects with our obligations under the Merger Agreement, and the absence of a continuing Material Adverse Effect (as defined in the Merger Agreement). We cannot provide any assurance that the conditions to the consummation of the Merger will be satisfied or waived, or that the Merger will not be abandoned or delayed.

The announcement and pendency of the Merger may create disruption in and uncertainties for our business, which could adversely affect our ability to retain and hire key personnel, our relationships with customers, collaborators, suppliers and other business partners, and our operating results and business generally.

The announcement and pendency of the Merger may create uncertainty among our current and prospective employees, customers, collaborators, suppliers, vendors and other business partners regarding our future operations and business strategy. Our customers and other business partners could attempt to negotiate changes in existing business relationships, consider entering into business relationships with our competitors or other parties, delay or defer decisions concerning existing or prospective business arrangements with us, or terminate their existing business relationships with us during the pendency of the Merger, and competitors may seek to use this uncertainty to their advantage. This uncertainty could be particularly disruptive to our CDMO business, which depends on maintaining long-term customer relationships, satisfying demanding manufacturing, quality and regulatory requirements, and executing development and commercial manufacturing programs for our customers, including programs that we expect to advance toward commercialization in the coming years. Alcon is our largest customer, accounting for 52% of our revenues for the nine months ended September 30, 2026, is the lender under our Term Loan Credit Facility and has committed to provide a portion of Parent's debt financing for the Merger. As a result, any adverse change in our relationship with Alcon could have a disproportionate effect on our business and on the completion of the Merger.

The Merger may also adversely affect our ability to attract, retain and motivate key personnel, including employees with specialized technical, manufacturing, quality assurance and regulatory expertise, who may experience uncertainty regarding their future roles, compensation or employment following completion of the Merger and may seek employment elsewhere. The loss of key personnel could impair our ability to maintain operations, meet customer commitments and execute our business strategy.

In addition, our management and other employees have devoted, and will continue to devote, significant time and attention to matters relating to the Merger, which may divert their attention from our day-to-day operations, the execution of our business plan and other business opportunities. Adverse changes in our relationships with employees, customers, suppliers and other business partners may continue or intensify in the event the Merger is not consummated or is significantly delayed. As a result, there can be no assurance that our business, financial condition and results of operations will not be adversely affected, as compared to prior to the announcement of the Merger Agreement.

While the Merger Agreement is in effect, we are subject to certain restrictions on our business activities.

While the Merger Agreement is in effect, we are required to, and to cause our subsidiaries to, use commercially reasonable efforts to conduct our business in the ordinary course in all material respects and, to the extent consistent therewith, to preserve our business organizations intact and to maintain existing significant business relationships. We are also subject to a variety of specified restrictions on the conduct of our business absent Parent’s prior written consent, which consent may not be unreasonably withheld, conditioned or delayed. These limitations include, among other things, restrictions on our ability to amend our organizational documents, issue or repurchase securities, declare or pay dividends, incur indebtedness (other than limited borrowings under our existing credit facilities), make capital expenditures other than in accordance with our specified capital expenditure budget or make loans or investments, acquire businesses, dispose of material assets or intellectual property, modify, amend or terminate our agreements with Alcon, enter into, modify or terminate other material contracts, increase employee compensation, grant equity awards, hire employees or implement layoffs, and commence or settle legal proceedings, in each case subject to certain exceptions. In particular, we are prohibited under the Merger Agreement from undertaking any equity or debt financing transaction to raise capital to fund the redemption of the Series A Preferred Stock. We also are prohibited from redeeming the Series A Preferred Stock in response to the redemption notices on the December 28, 2026 redemption date or at any time while the Merger Agreement is in effect.

These restrictions could prevent us from making changes to our business, pursuing strategic business opportunities or strategic transactions, taking actions with respect to our business that we may consider advantageous and responding effectively and/or timely to changing market conditions, customer requirements, competitive pressures and industry developments, and may as a result materially and adversely affect our business, results of operations and financial condition. If the Merger is delayed or ultimately not completed, these restrictions may have adversely affected our ability to operate our business and pursue opportunities during the period in which the Merger Agreement was in effect. Further, if the Merger is ultimately not completed, these restrictions will have adversely affected our ability to raise capital during period in which the Merger Agreement was in effect to fund the redemption of the Series A Preferred Stock.

The go-shop period under the Merger Agreement expired without our having received an acquisition proposal, and the Merger Agreement limits our ability to pursue alternatives to the Merger.

The Merger Agreement permitted us and our representatives, from September 27, 2026 until 11:59 p.m. Eastern Time on October 28, 2026, to solicit, initiate or encourage acquisition proposals and to engage in discussions or negotiations with respect to such proposals. That period expired without our having received an acquisition proposal. Although we may continue to consider unsolicited acquisition proposals in limited circumstances prior to the adoption of the Merger Agreement by our stockholders, there can be no assurance that we will receive a Superior Proposal (as defined in the Merger Agreement) or that any alternative transaction will be consummated.

With the expiration of the go-shop period, the Merger Agreement subjects us to customary “no-shop” provisions that, subject to certain exceptions, restrict our ability to solicit, initiate or knowingly encourage third-party proposals relating to alternative transactions or to provide information to or engage in discussions with third parties regarding alternative transactions, and we may furnish non-public information to or engage in substantive discussions or negotiations with a third party that makes an unsolicited acquisition proposal (as defined in the Merger Agreement) only if our Board of Directors determines in good faith, after consultation with its financial advisor and outside legal counsel, that such acquisition proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take such actions would reasonably be expected to be inconsistent with the fiduciary duties of our Board of Directors to our stockholders under applicable law, subject to certain exceptions permitting limited preliminary communications. In addition, prior to the adoption of the Merger Agreement by our stockholders, our Board of Directors may change its recommendation that our stockholders adopt the Merger Agreement in connection with a Superior Proposal, and we may terminate the Merger Agreement to enter into an agreement providing for a Superior Proposal, in each case only in certain limited circumstances and only if we pay the company termination fee equal to $9,957,716. Before taking any of these actions, we must provide Parent with at least four business days’ prior notice and negotiate in good faith with Parent, if Parent so wishes, regarding revisions to the Merger Agreement that would cause the proposal to no longer be a Superior Proposal or would otherwise permit our Board of Directors not to change its recommendation, with a new notice period of at least two business days, or the remaining portion of the original notice period, if longer, required for any material amendment, supplement or update to an acquisition proposal or any material change in the facts and circumstances relating to a Change in Circumstance, as applicable. These provisions, together with the termination fee described below, could discourage third parties from making alternative proposals, could result in a third party proposing to pay a lower price than it might otherwise have proposed, and, as a result, may limit our ability to pursue potentially more favorable transactions.

In certain instances, the Merger Agreement requires us to pay a termination fee to Parent, which could require us to use available cash that would have otherwise been available for general corporate purposes.

The Merger Agreement may be terminated by us or Parent under certain circumstances, including by mutual consent, if a final and nonappealable legal restraint prohibits the Merger, if the Merger has not been consummated by the outside date described above, if our stockholders do not adopt the Merger Agreement, or if the other party breaches its representations, warranties or covenants in a manner that would cause a closing condition to fail, subject to cure rights, and by us, prior to stockholder approval, to enter into an agreement with respect to a Superior Proposal or if Parent fails to complete the Merger when required, and by Parent, prior to stockholder approval, if our Board of Directors changes its recommendation. Under the terms of the Merger Agreement, we may be required to pay Parent a termination fee of $9,957,716 if the Merger Agreement is terminated under specified circumstances described in the Merger Agreement, including in connection with a change in the recommendation of our Board of Directors or a termination of the Merger Agreement by us to enter into an agreement providing for a Superior Proposal. We may also be required to pay the $9,957,716 termination fee if the Merger Agreement is terminated in certain other circumstances after a bona fide acquisition proposal has been made and not publicly withdrawn prior to the earlier of the date of our stockholder meeting and the date of termination of the Merger Agreement and, within 12 months following termination, we consummate or enter into a definitive agreement with respect to an acquisition proposal.

If we are required to pay the termination fee, we may need to use cash that would otherwise have been available to fund our operations, capital expenditures, debt service obligations, redemption of Series A Preferred Stock, or other general corporate purposes, which could materially and adversely affect our financial condition and liquidity, particularly if the Merger is not completed and we continue operating as an independent public company. Although Parent may be required to pay us a reverse termination fee of $16,181,288 if we terminate the Merger Agreement due to Parent’s or Merger Sub’s uncured breach or their failure to complete the Merger when required, and Parent has delivered a limited guarantee from the investors that have committed to provide Parent’s equity financing with respect to certain obligations of Parent, subject to the terms and conditions of that guarantee, there can be no assurance that such fee would be paid in full or would be sufficient to compensate us for the losses we may incur if the Merger is not completed. For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business operations and financial condition, which in turn could materially and adversely affect the price of our Common Stock.

We have incurred, and will continue to incur, direct and indirect costs as a result of the Merger, and we may incur additional unexpected costs, charges or expenses whether or not the Merger is consummated.

We have incurred, and will continue to incur, significant non-recurring costs in connection with the Merger, including legal, financial advisory, accounting, consulting and other professional fees, costs associated with preparing and distributing proxy materials and obtaining stockholder approval, and the time and resources devoted to providing cooperation in connection with Parent’s debt financing, subject to Parent’s reimbursement obligations with respect to certain out-of-pocket expenses incurred in connection with such financing cooperation, as well as other transaction-related expenses. We may also incur additional expenses associated with employee retention, operational planning and other activities undertaken in connection with the Merger. There are a number of factors beyond our control that could affect the total amount or the timing of these costs, including the duration of the transaction process and any regulatory, legal or other developments that may arise, and we may incur costs, charges or expenses that we do not currently anticipate. Many of these costs will be payable by us even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger. If the Merger is not completed, we will have incurred substantial costs that we may not be able to recover, and such expenses could have an adverse impact on our business, financial condition, liquidity and results of operations.

Litigation relating to the Merger could prevent or delay the completion of the Merger or otherwise negatively impact our business, financial condition and results of operations.

Although litigation is common in connection with acquisitions of public companies in the U.S., regardless of any merits related to the underlying acquisition, lawsuits relating to the Merger may be brought against us, our directors or officers, or the other parties to the Merger Agreement and their respective directors, managers or officers, including claims challenging the Merger, the process undertaken by our Board of Directors or the adequacy of our disclosures relating to the Merger. As of the date of this Quarterly Report on Form 10-Q, we are not aware of any pending litigation relating to the Merger. One of the conditions to the closing of the Merger is that no court or other governmental authority of competent jurisdiction has enacted, issued or entered any law or order that remains in effect and enjoins or otherwise prohibits the consummation of the Merger. If any plaintiff were successful in obtaining an injunction prohibiting the completion of the Merger, such injunction may delay or prevent the completion of the Merger. The outcome of any such litigation is uncertain, and we may not be successful in defending against any such claims. We may incur significant costs relating to the defense or settlement of any such lawsuits, including costs associated with the indemnification of our directors and officers, and any such litigation could divert management’s attention from our business. In addition, under the Merger Agreement, we may not settle any stockholder litigation relating to the Merger without Parent’s consent, which may not be unreasonably withheld, conditioned or delayed. This restriction may limit our ability to resolve any such litigation on terms we consider favorable. Any such litigation could have an adverse effect on our business, financial condition and results of operations and could prevent or delay the completion of the Merger.

Holders of our Common Stock, Series A Preferred Stock and certain equity awards cannot be certain of the value of the consideration they may receive in the Merger because the value of the CVR payments is uncertain, and the CVRs may expire valueless.

At or prior to the effective time of the Merger, Parent, the Company and a rights agent will enter into a Contingent Value Rights Agreement (the “CVR Agreement”). The holders of CVRs will include former holders of our Common Stock, former holders of our Series A Preferred Stock and former holders of certain of our stock options, RSUs and PSUs. Each CVR will represent the right to receive an allocated share, in cash, of up to three contingent payments of up to $160 million in the aggregate (subject to the litigation adjustment described below), without interest and less any applicable tax withholding, upon the achievement by Parent, the Company and their respective subsidiaries of the following milestones:

•a payment of $30 million if, for calendar year 2028, there are (a) revenues of at least $120 million from customers other than Alcon and its affiliates and (b) either (i) revenues of at least $54 million from Alcon and its affiliates or (ii) aggregate revenues of at least $174 million from all customers;

•a payment of $45 million if, for calendar year 2029, there are (a) revenues of at least $175 million from customers other than Alcon and its affiliates and (b) either (i) revenues of at least $53 million from Alcon and its affiliates or (ii) aggregate revenues of at least $228 million from all customers; and

•a payment of $85 million if, for calendar year 2030, Consolidated EBITDA (as defined in the CVR Agreement) is at least $120 million.

The CVR Agreement provides for partial payments with respect to the 2028 and 2029 milestones if performance exceeds certain threshold amounts and other specified conditions are met, and, if the full 2029 milestone payment is earned, for a catch-up of any unpaid portion of the 2028 milestone payment, in each case subject to the terms and conditions of the CVR Agreement. Milestone payments will be allocated first to holders of CVRs issued in respect of our Common Stock and equity awards until each such holder has received a specified catch-up amount, and thereafter among all CVR holders, and the milestone payments may be increased or decreased by up to $10 million in the aggregate based on the outcome of specified litigation identified in the CVR Agreement, if such litigation is finally resolved by December 31, 2030. As a result, the amount payable per CVR will vary among holders and cannot be determined at this time.

Assuming full performance milestone payments of $160 million in the aggregate and no adjustment to the milestone payment amount for specified litigation and based upon the number of shares of Common Stock and Company equity awards outstanding as of the date of the Merger Agreement, holders of Common Stock may receive up to $3.39 per Common Stock CVR, subject to the terms and conditions of the CVR Agreement. Assuming full performance milestone payments of $160 million in the aggregate and no adjustment to the milestone payment amount for specified litigation and based upon an assumed number of shares of Series A Preferred Stock outstanding as of December 31, 2026 and the number of Common Stock into which such shares of Series A Preferred Stock would then be convertible, holders of Series A Preferred Stock may receive up to $3.14 per Preferred Stock CVR, subject to the terms and conditions of the CVR Agreement.

There can be no assurance that any payments will be made with respect to the CVRs, or regarding the amount or timing of any such payment. Achievement of the milestones will depend on numerous factors, including the future performance of our business, customer demand, the timing and success of customer programs, manufacturing operations, competitive conditions, our relationship with Alcon and the general economic, market, political and regulatory conditions described below, many of which are outside the control of CVR holders. Following the closing of the Merger, Parent and its affiliates will have the power and right to control all aspects of our business and operations. Although the CVR Agreement prohibits Parent and the Company from taking any action with the primary purpose of avoiding or reducing any milestone payment, neither Parent nor any of its affiliates will owe any fiduciary duty or similar duty to CVR holders, and the CVR Agreement does not impose any obligation on Parent to achieve any milestone. The CVRs will not be transferable, except in the limited circumstances specified in the CVR Agreement, will not be registered with the SEC or listed on any securities exchange, will not have any voting or dividend rights, and will not represent any equity or ownership interest in Parent, the Company or any of their affiliates. Accordingly, the right of any holder to receive any future payment on or derive any value from the CVRs will be contingent solely upon the achievement of the milestones or the requirements for partial milestone payments within the time periods specified in the CVR Agreement, and if the requirements for neither full nor partial milestone payments are met for any reason, no payments will be made under the CVRs, the CVRs will expire valueless, and the total consideration ultimately received by our securityholders in connection with the Merger may be limited to the cash consideration payable at closing.

General economic, market, political and regulatory conditions could delay or prevent completion of the Merger, reduce the value of the CVRs and adversely affect our business while the Merger is pending.

The completion of the Merger and our business while the Merger is pending are subject to uncertainties relating to industry, market, economic, political and regulatory conditions, many of which are beyond our control. For example, adverse developments in the pharmaceutical and biotechnology industries, including changes in demand for the injectable products we manufacture, our customers’ access to funding or the timing of their regulatory approvals, could adversely affect our results of operations during the pendency of the Merger and, to the extent they disproportionately affect us compared to other participants in our industry, our ability to satisfy the closing condition relating to the absence of a continuing Material Adverse Effect. Volatility or disruption in the financial or credit markets could also affect the availability or cost of debt financing, and although the consummation of the Merger is not subject to a financing condition, Parent’s debt financing commitments are subject to customary conditions, and any failure of Parent to obtain the financing could delay or prevent completion of the Merger.

Changes in future interest rates could affect the cost of financing the Merger, the market price of our Common Stock and our own financing costs. If the Merger is not completed, we would continue to be subject to significant indebtedness under the Term Loan Credit Facility, which matures on May 22, 2029, and continue to be subject to redemption obligations in respect of the Series A Preferred Stock, and changes in interest rates and credit market conditions could adversely affect our ability to refinance that indebtedness, the cost of any borrowings under the Revolving Credit Facility or the cost of any additional indebtedness. Similarly, political developments, including changes in trade policy and tariffs, government shutdowns or changes in the priorities or staffing of federal agencies, could affect the timing of the expiration or termination of the waiting period under the HSR Act, the receipt of other required governmental approvals, or the regulatory environment in which we and our customers operate.

Changes in tax and other laws, regulations, rates and policies, or in their interpretation, could also adversely affect us, the Merger or the holders of our securities. For example, changes in U.S. federal or state tax law could affect the tax consequences of the Merger to holders of our securities, including with respect to the receipt of CVRs, the timing and character of which may be uncertain, and changes in laws or regulations applicable to our CDMO business, including current Good Manufacturing Practice requirements, could increase our compliance costs or affect our customers’ programs and, as a result, our ability to achieve the CVR milestones. Any of these factors, individually or in the aggregate, could delay or prevent completion of the Merger, reduce or eliminate the value of the CVRs, or materially and adversely affect our business, financial condition, results of operations and the market price of our Common Stock, and could exacerbate the other risks described in this Item 1A and in Part I, Item 1A, “Risk Factors” of the 2025 Transition Report.