8-Kfiled January 10, 2023, 6:59 PM ETticker LFCRCIK 0001005286
other materialconfidence highsentiment positivemateriality 0.75
Lifecore raises $38.75M via convertible preferred stock; amends credit facilities for liquidity and covenant relief
LIFECORE BIOMEDICAL, INC. DE
Issued 38,750 Series A convertible preferred shares at $1,000 each for total gross proceeds of $38.75M; conversion price $7.00/share, 7.5% PIK dividend.
Amended credit facilities: revolver reduced to $60.0M, interest margin increased by 2% (payable-in-kind), first amortization payment deferred to Q1 2025.
Financial covenant relief: minimum fixed charge coverage ratio waiver until May 2023, then starts at 0.75:1; max leverage ratio set at 8.00:1 for May 2023 quarter.
Board appointed Nathaniel Calloway (22NW) and Christopher Kiper (Legion Partners) as directors under Series A director right.
Proceeds used for working capital, capex, debt repayment, and general corporate purposes while pursuing non-CDMO asset divestiture.
Pursuant to the Series A Director Right and effective as of the Closing Date, the Board appointed Nat Calloway, 40, to the Board as a new Class 2 director, and Christopher Kiper, 52, as a Class 1 Director.
Pursuant to the Series A Director Right and effective as of the Closing Date, the Board appointed Nat Calloway, 40, to the Board as a new Class 2 director, and Christopher Kiper, 52, as a Class 1 Director.
Key facts
Extracted from this filing and checked against the source text.
Executive changeSEC 8-K Item 5.02confidence 0.95
Nat Calloway was appointed as Director at LIFECORE BIOMEDICAL, INC. DE.
Action
appointed
Role
Director
Exact text from the filing
Pursuant to the Series A Director Right and effective as of the Closing Date, the Board appointed Nat Calloway, 40, to the Board as a new Class 2 director, and Christopher Kiper, 52, as a Class 1 Director.
Christopher Kiper was appointed as Director at LIFECORE BIOMEDICAL, INC. DE.
Action
appointed
Role
Director
Exact text from the filing
Pursuant to the Series A Director Right and effective as of the Closing Date, the Board appointed Nat Calloway, 40, to the Board as a new Class 2 director, and Christopher Kiper, 52, as a Class 1 Director.
Material AgreementsSEC 8-K Item 1.01/1.02confidence 0.9
LIFECORE BIOMEDICAL, INC. DE entered into Securities Purchase Agreement with investors named therein (each a "Purchaser" and collectively the "Purchasers") valued at aggregate purchase price of $38.75 million (effective 2023-01-09).
Action
entry
Agreement
equity purchase
Counterparty
investors named therein (each a "Purchaser" and collectively the "Purchasers")
Value
aggregate purchase price of $38.75 million
Effective
2023-01-09
Exact text from the filing
On January 9, 2023, Lifecore Biomedical, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investors named therein (each a “Purchaser” and collectively the “Purchasers”). Pursuant to the Purchase Agreement, the Company issued and sold an aggregate of 38,750 shares (the “Preferred Shares”) of the Series A Convertible Preferred Stock, par value $0.001 per share (the “Convertible Preferred Stock”), to the Purchasers for an aggregate purchase price of $38.75 million.
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