Lifecore Biomedical Inc.
07/02/2026 | Press release | Distributed by Public on 07/02/2026 15:18
Regulation FD Disclosure (Form 8-K)
Item 7.01 Regulation FD.
On July 2, 2026, Lifecore Biomedical, Inc. (the "Company") announced that, between June 29 and June 30, 2026, the Company received notices of redemption from holders of approximately 49,263 shares of the Company's Series A Redeemable Convertible Preferred Stock (the "Series A Preferred Stock"), representing all of the outstanding shares of the Series A Preferred Stock.
Consistent with the existing rights of the Series A Preferred Stock, and as previously disclosed, the holders of the Series A Preferred Stock were able to request that the Company redeem their shares of Series A Preferred Stock commencing on June 29, 2026. Pursuant to the terms of the Certificate of Designations governing the Series A Preferred Stock, the redemption price per share of Series A Preferred Stock is $1,000 per share, plus accrued and unpaid dividends on such shares through the date of redemption. As of June 30, 2026, the Series A Preferred Stock had accrued and unpaid dividends of $0.9 million and a total liquidation value of approximately $50.2 million. The Company must pay the redemption amounts 180 days after holders provide notice to the Company (or, if such date is not a business day, the following business day after such date, such date being Monday, December 28, 2026 for all notices that were received by the Company). If the Company does not redeem all of the Series A Preferred Stock submitted for redemption on December 28, 2026, the Company would be subject to interest on the unpaid balance at the rate of 1% per month. Also as previously disclosed, prior to the payment of the redemption amounts, the Company will need to obtain consent from its lenders under Company's credit agreements, which otherwise prohibit such payments.
The Company has previously begun and continues to evaluate a range of strategic alternatives to facilitate the redemptions, including use of cash on hand, potential debt or equity financing transactions, and/or other possible strategic transactions, and to seek the requisite consents from the Company's lenders. The Company intends to seek alternatives that it believes will improve its capital structure for what it expects to be its next phase of growth, and the Company's Board of Directors remains committed to maximizing value for the Company's stockholders, while remaining committed to serving the Company's customers, supporting the Company's employees and growing the business.
The total amount required to redeem such Series A Preferred Stock on December 28, 2026 would be approximately $52.1 million. As of March 31, 2026, the Company had $38.1 million in total liquidity, including $20.8 million in cash and cash equivalents and $17.3 million in availability under the Company's revolving credit facility.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any offer or sale of any securities in any state or other jurisdiction in which or to any person to whom such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The information furnished in this Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
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