Source-grounded facts extracted from LIFECORE BIOMEDICAL, INC. DE's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
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).
“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.”
Christopher Kiper was appointed as Director at LIFECORE BIOMEDICAL, INC. DE.
“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.”
Nat Calloway was appointed as Director at LIFECORE BIOMEDICAL, INC. DE.
“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 Agreements
LIFECORE BIOMEDICAL, INC. DE entered into Securities Purchase Agreement with entities affiliated with Wynnefield Capital, Inc. valued at approximately $5.0 million (effective 2022-11-25).
“On November 25, 2022, Lifecore Biomedical, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with entities affiliated with Wynnefield Capital, Inc. (the “Purchasers”).”
Governance Changes
LIFECORE BIOMEDICAL, INC. DE: Amended the Amended and Restated Bylaws solely to reflect the name change to Lifecore Biomedical, Inc (effective 2022-11-14).
“Additionally, on November 14, 2022, the Board approved and the Company executed an amendment to the Company’s Amended and Restated Bylaws solely to reflect the Name Change (the “Bylaws Amendment”).”
Governance Changes
LIFECORE BIOMEDICAL, INC. DE: Changed company name from Landec Corporation to Lifecore Biomedical, Inc. by filing an amendment to the Certificate of Incorporation (effective 2022-11-14).
“On November 14, 2022, Lifecore Biomedical, Inc., a Delaware corporation (the “Company”), filed an amendment to the Company’s Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware to change the Company’s name from Landec Corporation to Lifecore Biomedical, Inc. (the “Name Change”), which was approved by the board of directors (the “Board”) of the Company, and which became effective on November 14, 2022.”
Shareholder Votes
LIFECORE BIOMEDICAL, INC. DE shareholders approved Approval of amendment to the Landec Corporation 2019 Stock Incentive Plan.
“Stockholders approved the amendment to the Landec Corporation 2019 Stock Incentive Plan, with votes as follows: For Against Abstain Broker Non-Votes 18,487,481 3,096,263 16,615 2,698,258”
Shareholder Votes
LIFECORE BIOMEDICAL, INC. DE shareholders approved Approval of non-binding advisory proposal on the executive compensation of the Company's named executive officers.
“Stockholders approved the compensation paid to the Company's named executive officers (in the form of a non-binding, advisory vote), with votes as follows: For Against Abstain Broker Non-Votes 20,189,411 1,086,858 324,090 2,698,258”
Shareholder Votes
LIFECORE BIOMEDICAL, INC. DE shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending May 28, 2023 at the 2023-05-28 meeting.
“Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending May 28, 2023, with votes as follows: For Against Abstain 24,245,636 8,975 44,006”
Shareholder Votes
LIFECORE BIOMEDICAL, INC. DE shareholders approved Election of three directors for a two-year term.
“The voting results for the election of directors were as follows: Director Votes For Votes Withheld Broker Non-Votes Katrina L. Houde 15,180,997 6,419,362 2,698,258 Nelson Obus 17,689,049 3,911,310 2,698,258 Jeffrey L. Edwards 17,743,088 3,857,271 2,698,258”
Tonia Pankopf departed as Director at LIFECORE BIOMEDICAL, INC. DE.
“Deborah Carosella and Tonia Pankopf notified the Company that they each intend to resign as directors of the Board effective as of the 2023 Annual Meeting.”
Deborah Carosella departed as Director at LIFECORE BIOMEDICAL, INC. DE.
“Deborah Carosella and Tonia Pankopf notified the Company that they each intend to resign as directors of the Board effective as of the 2023 Annual Meeting.”
Catherine A. Sohn departed as Director at LIFECORE BIOMEDICAL, INC. DE.
“Andrew Powell, and Catherine A. Sohn, Pharm D. notified the Company that they have each elected not to stand for re-election to serve as directors of the Board at the Company’s 2023 annual stockholder meeting (the “ 2023 Annual Meeting ”)”
Andrew Powell departed as Director at LIFECORE BIOMEDICAL, INC. DE.
“Andrew Powell, and Catherine A. Sohn, Pharm D. notified the Company that they have each elected not to stand for re-election to serve as directors of the Board at the Company’s 2023 annual stockholder meeting (the “ 2023 Annual Meeting ”)”
James G. Hall was appointed as Chief Executive Officer at LIFECORE BIOMEDICAL, INC. DE.
“On August 10, 2022, the Board appointed James G. Hall as the Company’s Chief Executive Officer and as a director of the Board, succeeding Dr. Albert Bolles, to serve in such capacities until his successor is duly elected and qualified or until his earlier death, resignation or removal.”
Albert Bolles resigned as Chief Executive Officer at LIFECORE BIOMEDICAL, INC. DE.
“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.”
Ray Diradoorian was elected as Director at LIFECORE BIOMEDICAL, INC. DE.
“On January 20, 2022 the Board of Directors (the “Board”) of Landec Corporation (the “Company”) increased the size of the Board to 11 members and elected Ray Diradoorian to serve as a member of the Board, Class 2 Director and member of the Lifecore Focus Committee.”
Timothy P. Burgess departed as Vice President of the Company and Senior Vice President of Supply Chain at LIFECORE BIOMEDICAL, INC. DE.
“On October 11, 2021, Landec Corporation (the “Company”), Curation Foods, Inc. (“Curation Foods”), a wholly owned subsidiary of the Company, and Timothy P. Burgess, Vice President of the Company and Senior Vice President of Supply Chain with Curation Foods, agreed to separate his employment, effective October 11, 2021”
Patrick D. Walsh resigned as Director at LIFECORE BIOMEDICAL, INC. DE.
“On July 27, 2021, Mr. Patrick D. Walsh, member of the Board of Directors (the “Board”) of the Company, notified the Company of his resignation from the Board effective as of such date.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.