{"schema_version":"secwatch.filing_event.v1","accession":"0001005286-23-000015","form_type":"8-K","ticker":"LFCR","cik":"0001005286","company_name":"LIFECORE BIOMEDICAL, INC. DE","filed_at":"2023-01-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:43.439336+00:00","generated_at":"2026-06-20T16:49:23.405699+00:00","sec_items":["1.01","2.03","3.02","3.03","5.02","5.03","7.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Lifecore raises $38.75M via convertible preferred stock; amends credit facilities for liquidity and covenant relief","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001005286-23-000015","json":"https://secwatch.observer/filing/0001005286-23-000015.json","markdown":"https://secwatch.observer/filing/0001005286-23-000015.md","text":"https://secwatch.observer/filing/0001005286-23-000015.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1005286/000100528623000015/0001005286-23-000015-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1005286/000100528623000015/lndc-20230109.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T16:49:23.405699+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"603264602a","claim":"Nat Calloway was appointed as Director at LIFECORE BIOMEDICAL, INC. DE.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005286/000100528623000015/0001005286-23-000015-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"79471f7019","claim":"Christopher Kiper was appointed as Director at LIFECORE BIOMEDICAL, INC. DE.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005286/000100528623000015/0001005286-23-000015-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e6f4cb8214bc225bf761f61f36e661c267643234","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1005286/000100528623000015/0001005286-23-000015-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"investors named therein (each a \"Purchaser\" and collectively the \"Purchasers\")"},{"label":"Value","value":"aggregate purchase price of $38.75 million"},{"label":"Effective","value":"2023-01-09"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}