Lifecore Biomedical Announces Special Stockholder Meeting
18 January 2025 - 9:24AM
Lifecore Biomedical, Inc. (NASDAQ: LFCR) (“Lifecore”), a fully
integrated contract development and manufacturing organization
(“CDMO”), today announced that it intends to hold a special meeting
of its stockholders (the “Special Meeting”) on April 10, 2025 (the
“Special Meeting Date”), to consider and vote on a proposal to
approve, for purposes of complying with Nasdaq Listing Rule
5635(d), the issuance of shares of its common stock, par value
$0.001 per share (“Common Stock”) issuable upon conversion of
shares of Lifecore’s Series A Convertible Preferred Stock, par
value $0.001 per share (the “Convertible Preferred Stock”) in an
amount in excess of 19.99% of the number of shares of the Common
Stock outstanding immediately prior to the issuance of such
Convertible Preferred Stock (the “Proposal”).
Pursuant to the terms of the Convertible
Preferred Stock, the holders currently have the right to convert
their shares of Convertible Preferred Stock into Common Stock,
subject to certain limitations. Such limitations include limiting
the ability to convert in an amount in excess of 19.99% of the
number of shares of the Common Stock outstanding immediately prior
to the issuance of such Convertible Preferred Stock (the
“Convertible Preferred Stock Exchange Cap”). As contemplated by the
Convertible Preferred Stock Securities Purchase Agreement dated
January 9, 2023 (the “Purchase Agreement”), Lifecore is seeking
stockholder approval for the Proposal, thereby eliminating the
Convertible Preferred Stock Exchange Cap. Based on the current
conversion price of the Convertible Preferred Stock, the
maximum number of shares of Common Stock that the Convertible
Stock can be converted into is 6,056,284 shares. The Proposal, if
approved, would allow the potential conversion of Convertible
Preferred Stock beyond the current limit in accordance with its
terms. As of the date of this press release, no holders of
Lifecore’s Convertible Preferred Stock have elected to convert
their shares to Common Stock. This meeting is being held solely for
the purpose of accommodating the terms of the Purchase Agreement,
and Lifecore currently has no plans to raise additional equity
capital.
Lifecore’s board of directors has approved that
holders of record of Lifecore’s Common Stock and Convertible
Preferred Stock as of the close of business on February 18, 2025
(the “Record Date”), will be entitled to receive notice of and to
vote at the Special Meeting. The Special Meeting Date and the
Record Date are subject to change.
Lifecore plans to file a preliminary proxy
statement with the Securities and Exchange Commission (the “SEC”)
in connection with the Special Meeting. After receiving clearance
from the SEC, Lifecore will file a definitive proxy statement with
the SEC (the “Definitive Proxy Statement”), which will be sent to
stockholders. The Definitive Proxy Statement will contain further
details regarding the Special Meeting, including the meeting date
and how stockholders can participate in and vote at the
meeting.
About Lifecore Biomedical
Lifecore Biomedical, Inc. (Nasdaq: LFCR) is a
fully integrated contract development and manufacturing
organization (CDMO) that offers highly differentiated capabilities
in the development, fill and finish of sterile injectable
pharmaceutical products in syringes, vials, and cartridges,
including complex formulations. As a leading manufacturer of
premium, injectable-grade hyaluronic acid, Lifecore 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 Lifecore, visit Lifecore’s website at
www.lifecore.com.
Important Cautions Regarding
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 regarding future
events or Lifecore’s future performance that involve certain
contingencies and uncertainties. The forward-looking statements
include, without limitation, Lifecore’s plans and expectations
regarding the proposed Special Meeting and the Proposal, and
Lifecore’s intention with respect to future capital raising
activities. These forward-looking statements are not guarantees of
future performance, and all forward-looking statements are subject
to risks and uncertainties that could cause actual results to
differ materially from those projected. Factors that could cause
such a difference include, without limitation, the ability for
Lifecore to hold the Special Meeting on the anticipated timeline,
if at all, changes in LifeCore’s liquidity needs, as well as
the other risks set forth in Lifecore’s filings with the Securities
and Exchange Commission, including Lifecore’s Annual Report on Form
10-K for the fiscal year ended May 26, 2024, and Lifecore’s
Quarterly Reports on Form 10-Q for the fiscal quarters ended August
25, 2024, and November 24, 2024. The forward-looking statements
contained herein speak only as of the date of this release.
Lifecore expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any such statement
contained herein to reflect any change in Lifecore’s expectations
or any change in events, conditions or circumstances on which any
such statement is based.
Additional Information and Where to Find
It
In connection with the Special Meeting, Lifecore intends to file
proxy materials with the SEC, including a preliminary proxy
statement and a definitive proxy statement. THIS DOCUMENT IS NOT A
SUBSTITUTE FOR THE PROXY STATEMENT OR ANY OTHER DOCUMENT THAT
LIFECORE MAY FILE WITH THE SEC. THE DEFINITIVE PROXY STATEMENT (IF
AND WHEN AVAILABLE) WILL BE MAILED TO STOCKHOLDERS OF LIFECORE.
STOCKHOLDERS OF LIFECORE AND OTHER INTERESTED PERSONS ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, INCLUDING THE PRELIMINARY AND DEFINITIVE PROXY
STATEMENTS TO BE FILED IN CONNECTION WITH THE SPECIAL MEETING,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SPECIAL
MEETING AND THE PROPOSAL. Stockholders will be able to obtain such
documents (if and when available) free of charge at the SEC’s
website at www.sec.gov, or free of charge from Lifecore by
directing a request to Lifecore Biomedical, Inc., Attn: Secretary,
3515 Lyman Boulevard, Chaska, MN 55318 (telephone number:
952-368-4300).
Participants in the
Solicitation
Lifecore and its directors, executive officers and other members
of management and employees may be deemed, under SEC rules, to be
“participants” in the solicitation of proxies from Lifecore’s
stockholders with respect to the proposals to be submitted to
Lifecore’s stockholders at the Special Meeting. Information about
Lifecore’s directors and executive officers is set forth in
Lifecore’s Definitive Proxy Statement on Schedule 14A for its 2024
Annual Meeting of Stockholders, which was filed with the SEC on
September 23, 2024. To the extent holdings of Lifecore’s securities
by its directors or executive officers have changed from the
amounts set forth in such Definitive Proxy Statement, such changes
have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Additional information regarding the
direct or indirect interests, by security holdings or otherwise, of
the participants in the solicitation, which may, in some cases, be
different than those of Lifecore’s stockholders generally, will be
set forth in the preliminary and definitive proxy statements to be
filed in connection with the Special Meeting.
Lifecore Biomedical, Inc. Contact Information:
Vida Strategic Partners
Stephanie Diaz (Investors)
415-675-7401
sdiaz@vidasp.com
Tim Brons (Media)
415-675-7402
tbrons@vidasp.com
Ryan D. Lake (CFO)
Lifecore Biomedical
952-368-6244
ryan.lake@lifecore.com
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