Lifecore Biomedical Announces Special Stockholder Meeting By Investing.com

CHASKA, Minn., Jan. 17, 2025 (GLOBE NEWSWIRE) — Lifecore Biomedical, Inc. (NASDAQ: LFCR) (Lifecore), a fully integrated contract development and manufacturing organization (CDMO), announced today that it intends to hold a special meeting of its stockholders (the special meeting) on ​​April 10, 2025 (the special meeting Date), to discuss and voting proposal to comply with Rule 5635(d) of the Nasdaq Listing, the issuance of its common stock at a par value of $0.001 per share (Common Stock) issuable upon conversion of Lifecore’s Series A Convertible Preferred Stock, par value $0.001 per share (Convertible Preferred Stock) Immediately prior to the issuance of such Convertible Preferred Stock (the Offer) 19.99% of the outstanding shares of Common Stock. exceeding .

Pursuant to the terms of the Convertible Preferred Stock, holders are currently entitled to convert their shares into Common Shares of Convertible Preferred Stock, subject to certain restrictions. immediately prior to the issuance of the share (Convertible Preferred Stock Exchange Cap) As provided in the Convertible Preferred Stock Purchase Agreement, dated January 9, 2023 (the “Purchase Agreement”), Lifecore is seeking stockholder approval of the Offer, thereby eliminating the Convertible Preferred Stock’s capital stock. , is 6,056,284 shares.The offer, if approved, will allow for a convertible preferred potential conversion of shares in excess of the current limit. As of the date of this press release, no holders of Lifecore convertible preferred stock have elected to convert their shares into common stock. This meeting is being held solely for the purpose of satisfying the terms of the Purchase Agreement, and Lifecore currently intends to not to attract additional share capital.

Lifecore’s board of directors has certified that holders of record of Lifecore’s common stock and convertible preferred stock as of the close of business on February 18, 2025 (the record date). The date and record date of the special meeting are subject to change change.

Lifecore plans to file a preliminary proxy statement with the Securities and Exchange Commission (SEC) in connection with the Special Meeting. Upon receipt of SEC approval, Lifecore will file a definitive proxy statement with the SEC that will be mailed to stockholders. The definitive proxy statement will contain additional details about the Special Meeting, including the date of the meeting and how stockholders may attend and vote at the meeting.

About Lifecore Biomedical

Lifecore Biomedical, Inc. (Nasdaq: LFCR) is a fully integrated contract development and manufacturing organization (CDMO) offering highly differentiated capabilities in the development, filling and finishing of sterile injectable pharmaceutical products in syringes, vials and cartridges, including complex formulations. . As a leading manufacturer of premium, injectable hyaluronic acid, Lifecore brings more than 40 years of experience as a partner to global and emerging biopharmaceutical and biotech companies in multiple therapeutic categories to bring their innovations to market. For more information about Lifecore, visit Lifecore. website at www.lifecore.com.

Important Cautions Regarding Forward-Looking Statements

This press release contains forward-looking statements. within the meaning of the Safeguards provisions of the Private Securities Litigation Reform Act, relating to future events or the future performance of Lifecore, which involve certain contingencies and uncertainties. Forward-looking statements include, without limitation, Lifecore’s plans and expectations with respect to the proposed Special Meeting and the Offer. and Lifecore’s intention to raise capital in the future.These forward-looking statements are not guarantees of future performance and are all forward-looking Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could cause such differences include, without limitation, Lifecore’s ability to hold the Special Meeting on the anticipated schedule, if at all; Changes in LifeCore’s liquidity needs, as well as other risks identified in Lifecore’s Securities Documents, and the Exchange Commission, including Lifecore’s Annual Report Form 10-K for the fiscal year ended May 26, 2024 and Lifecore’s Quarterly Reports on Form 10-Q for the fiscal quarters ended August 25, 2024 and November 24, 2024. Contained herein forward-looking statements speak only as of the date of this release.Lifecore expressly disclaims any obligation or obligation to publicly release any such any update or revision of a statement that reflects any change in Lifecore’s expectations or any change in the events, conditions or circumstances on which any such statement is based.

More information and where to find it

In connection with the special meeting, Lifecore intends to file proxy materials, including a preliminary proxy statement and a definitive proxy statement. THIS DOCUMENT IS NOT A SUBSTITUTE FOR A PROXY STATEMENT OR ANY OTHER DOCUMENT THAT LIFECORE MAY FILE WITH THE SEC THE ANNOUNCEMENT (IF AND WHEN AVAILABLE) WILL BE SENT TO LIFECORE’S SHAREHOLDERS.STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED. ALL RELEVANT DOCUMENTS, WHEN AVAILABLE, INCLUDING THE PRELIMINARY AND LIMITATION SECURITY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING AND THE OFFER. Shareholders will be able to obtain such documents free of charge (if and when available) on the SEC’s website at www.sec.govor toll free from Lifecore by directing inquiry to Lifecore Biomedical, Inc., Attn: Secretary, 3515 Lyman Boulevard, Chaska, MN 55318 (phone number: 952-368-4300).

Participants of the announcement

Lifecore and its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Lifecore stockholders with respect to proposals to be presented to Lifecore stockholders at the Special Meeting : Information about Lifecore’s directors and executive officers is set forth in Lifecore’s definitive proxy statement for the 2024 annual meeting of stockholders. 14A filed with the SEC on September 23, 2024. officers have changed from the amounts specified by such Proxy, such changes have been or will be reflected in the Statements of Change of Ownership on Form 4. regarding the direct or indirect interests of the Petitioners, which, in some cases, may be different from those of Lifecore The interests of the shareholders will be presented in the preliminary and final proxy statements. present in connection with the special meeting.

Lifecore Biomedical, Inc. Contact Information:Vida Strategic PartnersStephanie Diaz (Investors)415-675-7401sdiaz@vidasp.comTim Brons (Media)415-675-7402tbrons@vidasp.comRyan D. Lake (CFO)Lifecore Biomedical952-368-6244ryan.lake@lifecore.com

Source: Lifecore Biomedical, Inc.