LFCR

EX-99.1

2 lfcr-2026q3xex991earningsr.htm

EX-99.1

Document

Exhibit 99.1

Lifecore Biomedical Reports Financial Results for the Third Quarter Ended September 30, 2026, and Provides Corporate Update

-- Multiple New Business Wins Continue to Strengthen Growing Pipeline --

CHASKA, Minn., November 4, 2026 -- Lifecore Biomedical, Inc. (NASDAQ: LFCR) (“Lifecore”), a fully integrated injectables contract development and manufacturing organization (“CDMO”), today announced results for the third quarter and nine months ended September 30, 2026.

CEO Commentary

“During the third quarter, Lifecore secured two new technology transfer projects. One will support process performance qualification (PPQ) batches for a biotech company’s new drug application (NDA) for a new chemical entity, and the other will support a currently marketed product for a large pharmaceutical company. We believe these programs will add to Lifecore’s high-value pipeline, and we expect each to contribute to the company’s long-term revenue growth objectives, beginning in 2027,” said Paul Josephs, president and chief executive officer of Lifecore. “In addition, early in the fourth quarter, we secured three new development-phase programs. These include one Phase 2 product with a top-20 global pharmaceutical company and two Phase 3 products with two biotech companies.”

Financial Snapshot

•Revenues for the third quarter of 2026 were $25.3 million, a decrease of $5.8 million, or 18.6% compared to $31.1 million for the prior year quarter ended September 30, 2025. Revenues for the nine months ended September 30, 2026, were $82.7 million, a decrease of $23.0 million, or 21.8% compared to $105.7 million for the nine months ended September 30, 2025.

•Gross profit for the quarter was $6.8 million, a decrease of $1.0 million compared to $7.8 million for the prior year quarter ended September 30, 2025. Gross profit for the nine months ended September 30, 2026, was $23.4 million, a decrease of $11.3 million compared to $34.7 million for the nine months ended September 30, 2025.

•Operating expenses for the third quarter were $7.7 million, a decrease of $3.1 million, or 28.9%, compared to $10.9 million for the prior year quarter ended September 30, 2025. Operating expenses for the nine months ended September 30, 2026, were $26.4 million, a decrease of $10.0 million, or 27.5%, compared to $36.4 million for the nine months ended September 30, 2025.

•Cash from operations was $9.5 million and free cash flow* was $6.9 million for the nine months ended September 30, 2026.

•Net loss for the third quarter of 2026 was $40.1 million or $1.08 loss per diluted share, as compared to net loss of $10.0 million or $0.29 loss per diluted share, for the prior year quarter ended September 30, 2025. Net loss for the nine months ended September 30, 2026, was $61.2 million or $1.70 loss per diluted share, as compared to net loss of $20.9 million or $0.64 loss per diluted share for the nine months ended September 30, 2025.

•Adjusted EBITDA* for the third quarter was $4.0 million, an increase of $1.0 million compared to $3.1 million for the prior year quarter ended September 30, 2025. Adjusted EBITDA* for the nine months ended September 30, 2026, was $13.6 million, a decrease of $7.4 million compared to $21.1 million for the nine months ended September 30, 2025.

•Ended the third quarter of 2026 with approximately $38.0 million in liquidity, including cash of $23.0 million and revolving credit availability of $15.0 million.

*    Adjusted EBITDA and free cash flow are non-GAAP financial measures and exclude certain items from net income or loss and operating cash flows, respectively, the nearest comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Please see “Non-GAAP Financial Information” below for more information, including definitions of Adjusted EBITDA and free cash flow and reconciliations to net loss and operating cash flows, respectively, for the periods noted in this press release.

Supplemental Financial Data

Supplemental Revenue and Gross Profit Data

Three months ended September 30,Change

20262025Amount%

(dollars in thousands)

Revenues:

CDMO

$17,777 $21,749 $(3,972)(18)%

HA manufacturing 7,545 9,360 (1,815)(19)%

Total revenues 25,322 31,109 (5,787)(19)%

Cost of sales 18,496 23,318 (4,822)(21)%

Gross profit6,826 7,791 (965)(12)%

Gross profit percentage27.0 %25.0 %2.0 %

Nine months ended September 30,Change

20262025Amount%

(dollars in thousands)

Revenues:

CDMO

$49,104 $69,382 $(20,278)(29)%

HA manufacturing 33,578 36,304 (2,726)(8)%

Total revenues 82,682 105,686 (23,004)(22)%

Cost of sales 59,319 70,981 (11,662)(16)%

Gross profit23,363 34,705 (11,342)(33)%

Gross profit percentage28.3 %32.8 %(4.5)%

Supplemental Operating Expense Data

Three months ended September 30,Change

20262025Amount%

(dollars in thousands)

Research and development$1,421 $1,963 $(54

EX-99.1

2 lfcr-2026q2xex991earningsr.htm

EX-99.1

Document

Exhibit 99.1

Lifecore Biomedical Reports Financial Results for the Second Quarter Ended June 30, 2026, and Provides Corporate Update

-- Reaffirms 2026 Guidance --

-- Multiple New Business Wins, Adding Impactful Programs to Pipeline --

-- Cost Reduction and Productivity Enhancements Continue to Strengthen Organization --

Conference Call Today at 8:00am ET

CHASKA, Minn., August 5, 2026 -- Lifecore Biomedical, Inc. (NASDAQ: LFCR) (“Lifecore”), a fully integrated injectables contract development and manufacturing organization (“CDMO”), today announced results for the second quarter and six months ended June 30, 2026.

CEO Commentary

“The second quarter was highly productive. The effectiveness of our new business development strategy has helped us grow the value of our pipeline with consistent wins that point to our manufacturing expertise as well as our exceptional track record in quality and compliance. In addition, Lifecore continues to transition our development pipeline toward commercialization and invest in the talent, processes, and improvements that we believe will support our growing pipeline in the mid-term and allow us to achieve sustainable, long-term profitability in the future. In the past 12 months, we have added 13 new programs to our pipeline, eight of which are late stage. We expect these programs and their financial contributions to play a significant role in Lifecore’s success in achieving our long-term growth objectives of a 12% revenue CAGR and Adjusted EBITDA margin targets exceeding 25% by the end of 2029,” stated Paul Josephs, president and chief executive officer of Lifecore.

Financial Snapshot and Recent Developments

•Revenues for the second quarter of 2026 were $34.2 million, a decrease of $2.3 million, or 6.2% compared to $36.4 million for the comparable prior year quarter ended May 25, 2025. Revenues for the six months ended June 30, 2026, were $57.4 million, a decrease of $14.2 million, or 19.9% compared to $71.6 million for the six-month comparable prior year period ended May 25, 2025.

•Gross profit for the quarter was $12.1 million, a decrease of $1.9 million compared to $14.0 million for the comparable prior year quarter ended May 25, 2025. Gross profit for the six months ended June 30, 2026, was $16.5 million, a decrease of $7.3 million compared to $23.8 million for the six-month comparable prior year period ended May 25, 2025.

•Operating expenses for the second quarter were $9.5 million, an increase of $0.9 million, or 9.9%, compared to $8.7 million for the comparable prior year quarter ended May 25, 2025. Operating expenses for the six months ended June 30, 2026, were $18.6 million, a decrease of $8.9 million, or 32.3%, compared to $27.5 million for the six-month comparable prior year period ended May 25, 2025.

•Cash from operations was $2.5 million and free cash flow* was $0.9 million for the six months ended June 30, 2026.

•Net loss for the second quarter of 2026 was $6.2 million and $0.19 of loss per diluted share, as compared to net loss of $1.1 million and $0.06 of loss per diluted share, for the comparable prior year quarter ended May 25, 2025. Net loss for the six months ended June 30, 2026, was $21.1 million and $0.61 of loss per diluted share, as compared to net loss of $15.9 million and $0.48 of loss per diluted share, for the six-month comparable prior year period ended May 25, 2025.

•Adjusted EBITDA* for the second quarter was $8.6 million, a decrease of $0.5 million compared to $9.1 million for the comparable prior year quarter ended May 25, 2025. Adjusted EBITDA* for the six months ended June 30, 2026, was $9.6 million, a decrease of $5.1 million compared to $14.8 million for the comparable six-month prior year period ended May 25, 2025.

•Ended the second quarter of 2026 with approximately $38.8 million in liquidity, including cash of $17.2 million and revolving credit availability of $21.6 million.

•Signed six new programs in the second quarter of 2026, including two commercial stage programs. Signed a total of 13 programs over the last 12 months, including eight late-stage programs.

•Progressed more than 40 projects intended to promote cost reductions or productivity improvements that are expected to positively impact margins in the near term and contribute to the achievement of 25% Adjusted EBITDA margin targets by the end of 2029.

•Completed five customer audits and two regulatory inspections during the second quarter of 2026, representing one of the highest numbers of audits performed in a single quarter for Lifecore. The company successfully completed each of the audits, which we believe validates the company’s growing reputation as a partner-of-choice for customers seeking exceptional quality and compliance.

*    Adjusted EBITDA and free cash flow are non-GAAP financial measures and exclude certain items from net income or loss and operating cash flows, respectively, the neares

EX-99.1

2 lfcr-2026q1xex991earningsr.htm

EX-99.1

Document

Exhibit 99.1

Lifecore Biomedical Reports Financial Results for the First Quarter Ended March 31, 2026, and Provides Corporate Update

-- Reaffirms 2026 Guidance --

-- Signed Three New Commercial Site Transfer Programs in First Quarter 2026 --

-- Cost Containment Initiatives Continue to Drive Down Expenses --

Conference Call Today at 8:00am ET

CHASKA, Minn., May 6, 2026 -- Lifecore Biomedical, Inc. (NASDAQ: LFCR) (“Lifecore”), a fully integrated injectables contract development and manufacturing organization (“CDMO”), today announced results for the first quarter ended March 31, 2026.

CEO Commentary

“During the first quarter, Lifecore continued to successfully execute the three pillars of its growth strategy – maximizing our existing commercial business, advancing our development pipeline toward commercialization, and adding high-quality, new programs to our pipeline through business development. We believe our continued execution across these pillars positions Lifecore for sustained growth, including our goal of achieving a 12% revenue CAGR and EBITDA margins above 25% by the end of 2029. In the near-term, we remain confident in our full-year expectations and reaffirm our 2026 guidance.

“Concurrently, we continue to optimize our organization through cost reductions, improved efficiencies, and elevated quality. I am energized by our achievements during the quarter and remain highly optimistic and committed to building on this momentum throughout the year,” stated Paul Josephs, President and Chief Executive Officer of Lifecore.

Financial Snapshot and Recent Developments

•Revenues for the first quarter of 2026 were $23.2 million, a decrease of $12.0 million, or 34%, compared to $35.2 million for the comparable prior year quarter ended February 23, 2025.

•Gross profit margin for the first quarter of 2026 was 19%, 9% below 28% for the comparable prior year quarter ended February 23, 2025.

•Operating expenses for the first quarter of 2026 were $9.1 million, a decrease of $9.7 million, or 52%, compared to $18.9 million for the comparable prior year quarter ended February 23, 2025.

•Cash from operations was $4.7 million and free cash flow* was $3.6 million for the first quarter of 2026.

•Net loss for the first quarter of 2026 was $15.0 million and $0.43 of loss per diluted share, as compared to a net loss of $14.8 million and $0.42 of loss per diluted share, for the comparable prior year quarter ended February 23, 2025.

•Adjusted EBITDA* for the first quarter of 2026 was $1.0 million, a decrease of $4.7 million compared to $5.7 million for the comparable prior year quarter ended February 23, 2025.

•Ended the first quarter of 2026 with approximately $38.1 million in liquidity, including cash of $20.8 million and revolving credit availability of $17.3 million.

•Signed three new commercial site transfer programs in the first quarter of 2026, including two with an existing customer and one with leading medical aesthetics company.

•Implemented key initiatives throughout the organization that we expect will continue to drive margin improvement toward the goal of >25% in the mid-term.

•Successfully launched a new enterprise resource planning (“ERP”) system in January 2026, which we expect will strengthen inventory control, support financial management, and help reduce costs as the company grows.

•Completed multiple audits spanning new business prospects, existing customer expansions and international regulatory bodies. Each audit concluded positively, which we believe further validates Lifecore’s growing reputation as a partner-of-choice for customers seeking exceptional quality standards.

*    Adjusted EBITDA and free cash flow are non-GAAP financial measures and exclude certain items from net income or loss and operating cash flows, respectively, the nearest comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Please see “Non-GAAP Financial Information” below for more information, including definitions of Adjusted EBITDA and free cash flow and reconciliations to net loss and operating cash flows, respectively, for the periods noted in this press release.

Supplemental Financial Data

To provide meaningful period-over-period comparisons, Lifecore has compared the first quarter ended March 31, 2026, to the comparable prior year quarter ended February 23, 2025. This presentation is intended to comply with Securities and Exchange Commission (“SEC”) requirements applicable to fiscal year changes and is intended to assist investors with understanding the changes in the company’s operating results and financial condition.

Supplemental Revenue and Gross Profit Data

Three months endedChange

March 31, 2026February 23, 2025Amount%

(dollars in thousands)

Revenues:

CDMO

$15,775 $20,789 $(5,014)(24)%

HA manufacturing 7,418 14,365 (6,947)(48)%

Total reven

lndc-20260316FALSE000100528600010052862025-11-062025-11-06

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2026

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

3515 Lyman Boulevard

Chaska,Minnesota 55318 (Address of principal executive offices)(Zip Code)

(952) 368-4300 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareLFCRThe NASDAQ Global Select Market

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 ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition. On March 16, 2026, Lifecore Biomedical, Inc. (the “Company”) issued a press release announcing its consolidated financial results for the fourth quarter and transition period ended December 31, 2025. 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 7.01    Regulation FD. On March 16, 2026, the Company made available on its website certain investor presentation materials (the “Investor Presentation”). A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01. The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.2 attached hereto) 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. Item 9.01    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1Press Release issued March 16, 2026 by Lifecore Biomedical, Inc.

99.2Lifecore Biomedical Investor Presentation dated March 16, 2026

104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 16, 2026

LIFECORE BIOMEDICAL, INC.

By:/s/ Ryan D. Lake Ryan D. Lake Chief Financial Officer

lndc-20251106FALSE000100528600010052862025-11-062025-11-06

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

3515 Lyman Boulevard

Chaska,Minnesota 55318 (Address of principal executive offices)(Zip Code)

(952) 368-4300 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareLFCRThe NASDAQ Global Select Market

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 ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition. On November 6, 2025, Lifecore Biomedical, Inc. (the “Company”) issued a press release announcing its consolidated financial results for the three months ended September 30, 2025. 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 7.01    Regulation FD. On November 6, 2025, the Company made available on its website certain investor presentation materials (the “Investor Presentation”). A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01. The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.2 attached hereto) 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. Item 9.01    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1Press Release issued November 6, 2025 by Lifecore Biomedical, Inc.

99.2Lifecore Biomedical Investor Presentation dated November 6, 2025

104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 6, 2025

LIFECORE BIOMEDICAL, INC.

By:/s/ Ryan D. Lake Ryan D. Lake Chief Financial Officer

lndc-20250807FALSE000100528600010052862025-08-072025-08-07

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

3515 Lyman Boulevard

Chaska,Minnesota 55318 (Address of principal executive offices)(Zip Code)

(952) 368-4300 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareLFCRThe NASDAQ Global Select Market

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 ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition. On August 7, 2025, Lifecore Biomedical, Inc. (the “Company”) issued a press release announcing its consolidated financial results for the fiscal quarter and year ended May 25, 2025. 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 9.01    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1 Press Release issued August 7, 2025 by Lifecore Biomedical, Inc.

104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 7, 2025

LIFECORE BIOMEDICAL, INC.

By:/s/ Ryan D. Lake Ryan D. Lake Chief Financial Officer

lndc-20250403FALSE000100528600010052862025-04-032025-04-03

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2025

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

3515 Lyman Boulevard

Chaska,Minnesota 55318 (Address of principal executive offices)(Zip Code)

(952) 368-4300 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareLFCRThe NASDAQ Global Select Market

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 ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition. On April 3, 2025, Lifecore Biomedical, Inc. (the “Company”) issued a press release announcing its consolidated financial results for the fiscal quarter ended February 23, 2025. 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 7.01    Regulation FD On April 3, 2025, the Company made available on its website certain investor presentation materials (the “Investor Presentation”). A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01. The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.2 attached hereto) 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. Item 9.01    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1 Press Release issued April 3, 2025 by Lifecore Biomedical, Inc.

99.2 Lifecore Biomedical Investor Presentation dated April 3, 2025

104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 3, 2025

LIFECORE BIOMEDICAL, INC.

By:/s/ Ryan D. Lake Ryan D. Lake Chief Financial Officer

lndc-20250102FALSE000100528600010052862025-01-022025-01-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2025

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

3515 Lyman Boulevard

Chaska,Minnesota 55318 (Address of principal executive offices)(Zip Code)

(952) 368-4300 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common StockLFCRThe NASDAQ Global Select Market

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 ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition. On January 2, 2025, Lifecore Biomedical, Inc. (the “Company”) issued a press release announcing its consolidated financial results for the fiscal quarter ended November 24, 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 7.01    Regulation FD On January 2, 2025, the Company made available on its website certain investor presentation materials (the “Investor Presentation”). A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01. The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.2 attached hereto) 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. Item 9.01    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1 Press Release issued January 2, 2025 by Lifecore Biomedical, Inc.

99.2 Lifecore Biomedical Investor Presentation dated January 2, 2025

104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 2, 2025

LIFECORE BIOMEDICAL, INC.

By:/s/ Ryan D. Lake Ryan D. Lake Chief Financial Officer

lndc-20241003FALSE000100528600010052862024-10-032024-10-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2024

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

3515 Lyman Boulevard

Chaska,Minnesota 55318 (Address of principal executive offices)(Zip Code)

(952) 368-4300 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered Common StockLFCRThe NASDAQ Global Select Market

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   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

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 re

lndc-20240826FALSE000100528600010052862024-08-262024-08-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2024

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

3515 Lyman Boulevard

Chaska,Minnesota 55318 (Address of principal executive offices)(Zip Code)

(952) 368-4300 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered Common StockLFCRThe NASDAQ Global Select Market

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   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.02 Results of Operations and Financial Condition.

On August 26, 2024, Lifecore Biomedical, Inc. (the “Company”) issued a press release announcing its consolidated financial results for the fourth quarter and full year of fiscal 2024 ended May 26, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:

Exhibit No.Description 99.1 Press Release dated August 26, 2024.

104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 26, 2024

LIFECORE BIOMEDICAL, INC.

By: /s/ John D. Morberg

John D. Morberg

Executive Vice President and Chief Financial Officer

lndc-20240401FALSE000100528600010052862024-03-192024-03-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2024

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

3515 Lyman Boulevard

Chaska,Minnesota 55318 (Address of principal executive offices)(Zip Code)

(952) 368-4300 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered Common StockLFCRThe NASDAQ Global Select Market

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   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

1

Item 2.02 Results of Operations and Financial Condition.

On April 1, 2024, Lifecore Biomedical, Inc., a Delaware corporation (the “Company”) issued a press release announcing a business update, including preliminary estimates of certain consolidated financial data of Lifecore as of and for the fiscal quarters ended August 27, 2023, November 26, 2023, and February 24, 2024, and the nine months ended February 24, 2024 (the “Press Release”). A copy of the Press Release furnished as Exhibit 99.1 hereto and is incorporated herein by reference. This information, including the information contained in the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

Additionally, on April 1, 2024, the Company made available on its website a supplementary investor presentation, which includes certain supplemental information related to the topics reflected in the Press Release (the “Supplemental Presentation”). A copy of the Supplemental Presentation is furnished as Exhibit 99.2 hereto and is incorporated herein by reference. This information, including the information contained in the Supplemental Presentation, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, and is not incorporated by reference into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:

Exhibit No.Description 99.1Press Release, dated April 1, 2024

99.2Supplemental Presentation, dated April 1, 2024

104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2024

LIFECORE BIOMEDICAL, INC.

By: /s/ John D. Morberg

John D. Morberg

Executive Vice President and Chief Financial Officer

2

lndc-20240320FALSE000100528600010052862024-03-192024-03-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2024

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

3515 Lyman Boulevard

Chaska,Minnesota 55318 (Address of principal executive offices)(Zip Code)

(952) 368-4300 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered Common StockLFCRThe NASDAQ Global Select Market

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   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

1

Item 2.02 Results of Operations and Financial Condition.

On March 20, 2024, Lifecore Biomedical, Inc., a Delaware corporation (the “Company”) issued a press release announcing that the Company filed its Annual Report on Form 10-K for the fiscal year ended May 28, 2023 (the “Form 10-K”) with the Securities and Exchange Commission. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. This information, including the information contained in the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

Additionally, on March 20, 2024, the Company made available on its website a supplementary summary of select financial data of the Company (the “Supplemental Presentation”) related to the Company’s financial results reflected in the Form 10-K, including the restated financial information contained therein. A copy of the Supplemental Presentation is furnished as Exhibit 99.2 hereto and is incorporated herein by reference. This information, including the information contained in the Supplemental Presentation, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, and is not incorporated by reference into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:

Exhibit No.Description 99.1 Press Release of Lifecore Biomedical, Inc., dated March 20, 2024.

99.2 Supplemental Presentation.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 20, 2024

LIFECORE BIOMEDICAL, INC.

By: /s/ John D. Morberg

John D. Morberg

Chief Financial Officer

3

lndc-20230831FALSE000100528600010052862023-08-312023-08-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2023

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

3515 Lyman Boulevard

Chaska,Minnesota 55318 (Address of principal executive offices)(Zip Code)

(952) 368-4300 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered Common StockLFCRThe NASDAQ Global Select Market

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   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

1

Item 2.02 Results of Operations and Financial Condition.

On August 31, 2023, Lifecore Biomedical, Inc. (the “Company”) issued a press release announcing its consolidated financial results for the fourth quarter and full year of fiscal 2023 ended May 28, 2023. 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 9.01 Financial Statements and Exhibits.

(d) Exhibit.

The following exhibits are furnished as part of this report:

Exhibit No.Description 99.1 Press Release, dated August 31, 2023

104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 31, 2023

LIFECORE BIOMEDICAL, INC.

By: /s/ John D. Morberg

John D. Morberg

Chief Financial Officer

3

lndc-20230601FALSE000100528600010052862023-06-012023-06-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2023

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

3515 Lyman Boulevard

Chaska,Minnesota 55318 (Address of principal executive offices)(Zip Code)

(952) 368-4300 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered Common StockLFCRThe NASDAQ Global Select Market

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   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

1

Item 2.02 Results of Operations and Financial Condition.

On June 1, 2023, Lifecore Biomedical, Inc. (the “Company”) issued a press release announcing its consolidated financial results for the third quarter of fiscal year 2023 ended February 26, 2023. 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 9.01 Financial Statements and Exhibits.

(d)     Exhibit.

The following exhibits are furnished as part of this report:

Exhibit No.Description 99.1 Press Release dated June 1, 2023.

104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 1, 2023

Lifecore Biomedical, Inc.

By:/s/ John D. Morberg John D. Morberg Chief Financial Officer

2

lndc-20230316FALSE000100528600010052862023-03-162023-03-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2023

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

3515 Lyman Boulevard

Chaska,Minnesota 55318 (Address of principal executive offices)(Zip Code)

(952) 368-4300 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered Common StockLFCRThe NASDAQ Global Select Market

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   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.02 Results of Operations and Financial Condition.

On March 16, 2023, Lifecore Biomedical, Inc. (the “Company”) issued a press release announcing its consolidated financial results for the second fiscal quarter ended November 27, 2022. The press release is furnished herewith as Exhibit 99.1.

The information in this Item 2.02, including Exhibit 99.1 incorporated herein by reference, 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, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

Also on March 16, 2023, the Company issued a press release announcing that its board of directors intends to initiate a process to evaluate the Company’s potential strategic alternatives to maximize value for stockholders. A copy of this press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.2 incorporated herein by reference, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibit.

The following exhibits are furnished as part of this report:

Exhibit No.Description 99.1 Press Release, dated March 16, 2023

99.2 Press Release, dated March 16, 2023

104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 16, 2023

LIFECORE BIOMEDICAL, INC.

By:/s/ John D. Morberg John D. Morberg

Chief Financial Officer

3

lndc-20221006FALSE000100528600010052862022-10-062022-10-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2022

LANDEC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

2811 Airpark Drive

Santa Maria,California 93455 (Address of principal executive offices)(Zip Code)

(650) 306-1650 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered Common StockLNDCThe NASDAQ Global Select Market

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   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.02 Results of Operations and Financial Condition.

On October 6, 2022, Landec Corporation (the “Company”) issued a press release announcing its consolidated financial results for the first fiscal quarter ended August 28, 2022. 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 9.01 Financial Statements and Exhibits.

(d)     Exhibit.

The following exhibits are furnished as part of this report:

Exhibit No.Description 99.1 Press Release, dated October 6, 2022

104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 6, 2022

LANDEC CORPORATION

By:/s/ John D. Morberg John D. Morberg

Chief Financial Officer

3

lndc-20220808FALSE000100528600010052862022-08-082022-08-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2022

LANDEC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

2811 Airpark Drive

Santa Maria,California 93455 (Address of principal executive offices)(Zip Code)

(650) 306-1650 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered Common StockLNDCThe NASDAQ Global Select Market

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   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.02 Results of Operations and Financial Condition.

On August 10, 2022, Landec Corporation (the “Company”) issued a press release announcing its consolidated financial results for the fourth quarter and fiscal year ended May 29, 2022. 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Dr. Albert Bolles as Chief Executive Officer and Director

On August 10, 2022 (the “Effective Date”), Dr. Albert Bolles and Landec Corporation (the “Company”) entered into a Transition and Separation Agreement (the “Separation Agreement”) providing for Dr. Bolles separation from the Company. In accordance with the Separation Agreement, Dr. Bolles resigned as the Company’s Chief Executive Officer and as a director of the Board of Directors of the Company (the “Board), effective immediately, to transition to serve as President of Curation Foods, Inc., a wholly owned subsidiary of the Company.

Under the Separation Agreement, Dr. Bolles will continue to receive his existing salary and continued vesting of Company equity awards that vest based on the passage of time during the period commencing on August 10, 2022 and ending on the earlier of the sale of all or substantially all of the Company’s avocado and guacamole business and Dr. Bolles’s termination of employment for any reason (such earlier date, the “Separation Date”). The unvested Company performance-based restricted stock units held by Dr. Bolles as of the Separation Date will be forfeited without consideration.

Additionally, pursuant to the terms of the Separation Agreement, subject to Dr. Bolles’s execution and non-revocation of a general release of claims, continued service through the Separation Date and continued compliance with certain covenants set forth in the Separation Agreement and his employment agreement with the Company, the Company has agreed to provide Dr. Bolles with the change in control severance payments and benefits provided under his employment agreement with the Company.

The foregoing description of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, which is filed hereto as Exhibit 10.1, and is incorporated herein by reference.

Appointment of James G. Hall as Chief Executive Offi

lndc-20220405FALSE000100528600010052862021-11-292022-02-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 5, 2022

LANDEC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

2811 Airpark Drive

Santa Maria,California 93455 (Address of principal executive offices)(Zip Code)

(650) 306-1650 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered Common StockLNDCThe NASDAQ Global Select Market

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   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.02 Results of Operations and Financial Condition.

On April 5, 2022, Landec Corporation (the “Company”) issued a press release announcing its consolidated financial results for the third quarter of fiscal year 2022 ended February 27, 2022. 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 9.01 Financial Statements and Exhibits.

(d)     Exhibit.

The following exhibits are furnished as part of this report:

Exhibit No.Description 99.1 Press Release dated April 5, 2022.

104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 5, 2022

LANDEC CORPORATION

By:/s/ John D. Morberg John D. Morberg

Chief Financial Officer

3

lndc-20220105FALSE000100528600010052862021-08-302021-11-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2022

LANDEC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

2811 Airpark Drive

Santa Maria,California 93455 (Address of principal executive offices)(Zip Code)

(650) 306-1650 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered Common StockLNDCThe NASDAQ Global Select Market

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   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.02 Results of Operations and Financial Condition.

On January 5, 2022, Landec Corporation (the “Company”) issued a press release announcing its consolidated financial results for the second quarter of fiscal year 2022 ended November 28, 2021. 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 9.01 Financial Statements and Exhibits.

(d)     Exhibit.

The following exhibits are furnished as part of this report:

Exhibit No.Description 99.1 Press Release dated January 5, 2022.

104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 5, 2022

LANDEC CORPORATION

By:/s/ John D. Morberg John D. Morberg

Chief Financial Officer

3

lndc-20210929FALSE000100528600010052862021-09-292021-09-2900010052862020-11-302021-02-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2021

LANDEC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 000-2744694-3025618 (State or other jurisdiction of incorporation) (Commission file number)(IRS Employer Identification No.)

2811 Airpark Drive

Santa Maria,California 93455 (Address of principal executive offices)(Zip Code)

(650) 306-1650 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered Common StockLNDCThe NASDAQ Global Select Market

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   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.02 Results of Operations and Financial Condition.

On September 29, 2021, Landec Corporation (the “Company”) issued a press release announcing its consolidated financial results for the first quarter of fiscal year 2022 ended August 29, 2021. 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 9.01 Financial Statements and Exhibits.

(d)     Exhibit.

The following exhibits are furnished as part of this report:

Exhibit No.Description 99.1 Press Release dated September 29, 2021.

104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 29, 2021

LANDEC CORPORATION

By:/s/ John D. Morberg John D. Morberg

Chief Financial Officer

3