---
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"
generated_at: "2026-06-20T16:49:23.405699+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Lifecore raises $38.75M via convertible preferred stock; amends credit facilities for liquidity and covenant relief

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001005286-23-000015
- JSON: https://secwatch.observer/filing/0001005286-23-000015.json
- Plain text: https://secwatch.observer/filing/0001005286-23-000015.txt

## Key facts
- Executive change
  Nat Calloway was appointed as Director at LIFECORE BIOMEDICAL, INC. DE.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005286/000100528623000015/0001005286-23-000015-index.htm
- Executive change
  Christopher Kiper was appointed as Director at LIFECORE BIOMEDICAL, INC. DE.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005286/000100528623000015/0001005286-23-000015-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1005286/000100528623000015/0001005286-23-000015-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.