Lifecore Biomedical, Inc. Announces Receipt of Nasdaq Notice of Delisting and Intention to Appeal
17 February 2024 - 8:05AM
Lifecore Biomedical, Inc. (NASDAQ: LFCR) (the “Company”) announced
today that on February 13, 2024 it received a Staff Delisting
Determination (the “Staff Determination”) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that Nasdaq has initiated which could result
in the delisting of the Company’s securities from Nasdaq as a
result of the Company not being in compliance with Nasdaq Listing
Rule 5250(c)(1) (the “Listing Rule”), which requires listed
companies to timely file all required periodic financial reports
with the Securities and Exchange Commission (the “SEC”). The Staff
Determination has no immediate effect and will not immediately
result in the suspension of trading or delisting of the Company’s
securities.
The Staff Determination was issued because the
Company has not filed its Annual Report on Form 10-K for the fiscal
year ended May 28, 2023 (the “Form 10-K”) or its Quarterly Reports
on Form 10-Q for the quarterly periods ended August 27, 2023 (the
“First Quarter Form 10-Q”) and November 29, 2023 (the “Second
Quarter Form 10-Q”) by the Extension Deadline (defined below).
The Company intends to appeal the Staff
Determination before a Nasdaq Hearing Panel and seek a further stay
of any suspension or delisting action pending the hearing process
in accordance with the procedures set forth in the Staff
Determination Letter. The Company is working diligently with its
auditors to complete the previously disclosed restatement for the
Company’s previously issued consolidated financial statements as of
and for the fiscal years ended May 29, 2022 and May 30, 2021
included in the Company’s Annual Report on Form 10-K/A filed with
the SEC, the Company’s unaudited consolidated financial statements
as of and for the periods ending August 30, 2020, November 29,
2020, February 28, 2021, August 29, 2021, November 28, 2021,
February 27, 2022, August 28, 2022, November 27, 2022 and February
26, 2023 included in the Company’s Quarterly Reports on Form 10-Q
filed with the SEC, and to file the Form 10-K, First Quarter 10-Q
and Second Quarter 10-Q.
As previously disclosed, Nasdaq had granted the
Company a period of 180 calendar days from the prescribed due date
of the Form 10-K, or until February 12, 2024 (the “Extension
Deadline”), to file the Form 10-K, First Quarter Form 10-Q, and
Second Quarter Form 10-Q to regain compliance with the Listing
Rule. The Company previously disclosed the delay in and
circumstances behind the late filing of each of the Form 10-K, the
First Quarter Form 10-Q, and Second Quarter Form 10-Q in a
Notification of Late Filing on Form 12b-25, filed with the SEC on
August 14, 2023, October 10, 2023, and January 10, 2024,
respectively.
The Company’s request for a hearing before the
Nasdaq Hearing Panel to appeal the Staff Determination must be made
no later than 4:00 p.m. Eastern Time on February 20, 2024. The
hearing request will automatically stay the suspension of the
Company’s securities for a period of 15 days from the date of the
request. In connection with its request for a hearing, the Company
also intends to request that the Staff Determination be further
stayed pending the hearing process. According to the Staff
Determination, hearings are typically scheduled to occur
approximately 30-45 days after the date of a company’s hearing
request. Following the hearing, the Hearings Panel will issue a
decision, which the Company may further appeal to the Nasdaq
Listing Council for review. The Company is working diligently to
file the delinquent periodic reports as soon as possible to regain
compliance with the Listing Rule. However, there can be no
assurance that such periodic reports will be filed before any
hearing occurs or that the Nasdaq Hearing Panel will grant the
Company’s request for a stay pending the hearing process.
About Lifecore Biomedical
Lifecore Biomedical, Inc. is a fully integrated contract
development and manufacturing organization (CDMO) that offers
highly differentiated capabilities in the development, fill and
finish of complex sterile injectable pharmaceutical products in
syringes and vials. As a leading manufacturer of premium,
injectable grade Hyaluronic Acid, Lifecore Biomedical, Inc. brings
more than 40 years of expertise as a partner for global and
emerging biopharmaceutical and biotechnology companies across
multiple therapeutic categories to bring their innovations to
market. For more information about the Company, visit the Company’s
website at www.lifecore.com.
Forward-Looking StatementsThis
press release contains forward-looking statements regarding future
events and our future results that are subject to the safe harbor
created under the Private Securities Litigation Reform Act of 1995
and other safe harbors under the Securities Act of 1933 and the
Securities Exchange Act of 1934. Words such as “anticipate”,
“estimate”, “expect”, “project”, “plan”, “intend”, “believe”,
“may”, “might”, “will”, “should”, “can have”, “likely” and similar
expressions are used to identify forward-looking statements. These
forward-looking statements include, but are not limited to,
statements regarding the Company’s appeal to the Nasdaq Hearings
Panel and request for a stay of the Nasdaq delisting process and
the timing of the filing of the Company’s delinquent periodic
reports, which reflect the Company’s expectations based upon
currently available information and data.
Because such statements are based on the
Company’s current expectations and are not statements of fact,
actual results may differ materially from those projected or
estimated and you are cautioned not to place undue reliance on
these forward-looking statements. All forward-looking statements
involve certain risks and uncertainties that could cause actual
results to differ materially, including such factors among others,
the Company’s ability to respond in a timely and satisfactory
matter to the inquiries by Nasdaq, the Company’s ability to regain
compliance with Listing Rule, the Company’s ability to become
current with its reports with the SEC, the risk that the completion
and filing of the delinquent periodic reports will take longer than
expected, and the risk that Nasdaq does not grant the Company’s
request for a stay pending the hearing process or does not grant
the Company’s request for continued listing. For additional
information about factors that could cause actual results to differ
materially from those described in the forward-looking statements,
please refer to our filings with the Securities and Exchange
Commission, including the risk factors contained in our most recent
Quarterly Report on Form 10-Q and Annual Report on Form 10-K/A.
Forward-looking statements represent management’s current
expectations and are inherently uncertain. Except as required by
law, we do not undertake any obligation to update forward-looking
statements made by us to reflect subsequent events or
circumstances.
Lifecore Biomedical, Inc. Contact
Information:Jeff Sonnek(646)
277-1263jeff.sonnek@icrinc.com
Lifecore Biomedical (NASDAQ:LFCR)
Historical Stock Chart
From Apr 2024 to May 2024
Lifecore Biomedical (NASDAQ:LFCR)
Historical Stock Chart
From May 2023 to May 2024