~~Table~~•we must dedicate a substantial portion of ~~Conten~~tscash flow from operations to the payment of principal and interest on applicable indebtedness which, in turn, reduces funds available for operations, capital expenditures and growth;

•our flexibility in planning for, or reacting to, changes in the markets in which we compete may be limited;

~~Our~~•we may be at a competitive disadvantage relative to our competitors with less indebtedness; and

•we are rendered more vulnerable to general adverse economic and industry conditions.

In addition, our ability to make payments on our debt, fund our other liquidity needs, and make planned capital expenditures will depend on our ability to generate cash in the future. Our historical financial results have been, and we anticipate that our future financial results will be, subject to fluctuations. Our ability to generate cash, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. We cannot guarantee that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to make payments of our debt, fund other liquidity needs, and make planned capital expenditures.

Our failure to timely file certain periodic reports with the SEC, and our restatements, each pose significant risks to our business, each of which could materially and adversely affect our financial condition and results of operations.

~~Adverse weather conditions~~We did not timely file this Annual Report on Form 10-K and ~~other acts~~have not yet filed our Quarterly Report on Form 10-Qs with respect to our first fiscal quarter and second fiscal quarter of ~~god~~the current fiscal year. Consequently, we were not compliant with the periodic reporting requirements under the Exchange Act, nor the continued listing requirements of Nasdaq. As previously disclosed, on February 13, 2024, this has resulted in Nasdaq issuing a Staff delisting determination, with respect to which the Company has requested a hearing to appeal the determination. If Nasdaq declines our request, or our appeal is unsuccessful our Common Stock will be delisted on Nasdaq, which could negatively impact our Company and holders of our Common Stock, including by reducing the willingness of investors to hold our Common Stock because of the resulting decreased price, liquidity and trading of our Common Stock, limited availability of price quotations and reduced news and analyst coverage. Delisting may adversely impact the perception of our financial condition, cause ~~substantial decreases in~~reputational harm with investors, our ~~sales and/or increases in~~employees and parties conducting business with us and limit our ~~costs~~

~~Our packaged fresh salads~~access to debt and ~~vegetables business~~equity financing. If our Common Stock is ~~subject to weather conditions that affect commodity prices, crop quality~~delisted from Nasdaq and yields, and crop varieties to be planted. Crop diseases and severe conditions, particularly weather conditions such as unexpected or excessive rain or other precipitation, unseasonable temperature fluctuations, floods, heat waves, droughts, frosts, windstorms, earthquakes and hurricanes, mayis traded on the over-the-counter market, the application of the “penny stock” rules could adversely affect the ~~supply~~market price of ~~vegetables~~our Common Stock and ~~fruits used in~~increase the transaction costs to sell those shares. Any of these actions could have a material adverse consequence on our business, ~~which~~operations, and the value of our securities.

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Our failure to timely file these periodic reports with the SEC have also had other adverse consequences for the Company, including reputational harm with customers, difficulties in attracting and retaining employees, accruing penalty fees with our Series A holders, and could ~~reduce~~have an adverse impact on our reputation, impact our ability to comply with our reporting requirements in connection with our covenants under our credit agreements and our ability to raise capital, and may subject us to enforcement actions by the ~~sales volumes and/~~SEC and stockholder lawsuits. For example, as further described in Note 9 - Commitments and Contingencies to the Consolidated Financial Statements, the Chicago Regional Office of the SEC has issued a subpoena to the Company seeking documents and information concerning the Restatement. While we cannot predict the duration or ~~increase~~outcome of this matter at this time, it could lead to adverse consequences for the ~~unit production costs. The~~ Company, ~~regularly experiences significant product sourcing issues as~~including additional costs and expenses, distractions for management and reputational harm.

Our previously announced strategic review process may not result in any future strategic transactions.

In March 2023, we publicly announced our intent to initiate a process to evaluate our potential strategic alternatives to maximize value for stockholders. There can be no assurance that this strategic review process will result in us pursuing a transaction or that any transaction, if pursued, will be completed on attractive terms, or at all. If we do not pursue such a transaction, or announce the conclusion of ~~severe adverse weather conditions that materially~~our strategic review process, it may adversely ~~affected the Company’s financial results. Because a~~impact our reputation or our stock price.

A significant portion of the costs are fixed and contracted in advance of each operating year, volume declines reflecting production interruptions or other factors could result in increases in unit production costs which could result in substantial losses and weaken our ~~financial condition.~~

revenue has been concentrated on a few large customers. Cancellations or delays of orders by our customers may adversely affect our business and the sophistication and buying power of our customers could have a negative impact on ~~profits~~profits.

During the fiscal year ended May ~~30, 2021, sales to the Company’s top five customers accounted for approximately 49% of total revenue of~~28, 2023, the Company ~~with the top~~had sales concentrations of 10% or greater from two customers ~~from~~within the ~~Curation Foods~~Lifecore segment, ~~Costco Corporation and Walmart, Inc. accounting for approximately 16% and 15%, respectively,~~including Alcon, which is also one of ~~total revenues of the Company.~~our primary lenders. We expect that, for the foreseeable future, a limited number of customers may continue to account for a substantial portion of our revenues. We may experience changes in the composition of our customer base as we have experienced in the past. The reduction, delay or cancellation of orders from one or more major customers for any reason or the loss of one or more of our major customers, whether through competition, consolidation, or otherwise, could materially and adversely affect our business, operating results, and financial condition. In addition, since some of the products processed by ~~Curation Foods and~~ Lifecore are sole sourced to customers, our operating results could be adversely affected if one or more of our major customers were to develop other sources of supply. Our current customers may not continue to place orders, orders by existing customers may be canceled or may not continue at the levels of previous periods, or we may not be able to obtain orders from new customers.

Our customers, such as supermarkets, warehouse clubs, and food distributors, have continued to consolidate, resulting in fewer customers on which we can rely for business. These consolidations, the growth of supercenters, and the growth of e-commerce customers have produced large, sophisticated customers with increased buying power and negotiating strength who are more capable of resisting price increases and can demand lower pricing, increased promotional programs, or specialty tailored products. In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer brands. These customers may also in the future use more of their shelf space, currently used for our products, for their store brand products. We continue to implement initiatives to counteract these pressures. However, if the larger size of these customers results in additional negotiating strength and/or increased private label or store brand competition, our profitability could decline.

Consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance will have a corresponding material adverse effect on us. For example, as noted above, if our customers cannot access sufficient funds or financing, then they may delay, decrease, or cancel purchases of our products, or delay or fail to pay us for previous purchases.

~~Our~~ sale of some products may expose us to product liability ~~claims~~claims.

The testing, manufacturing, marketing, and sale of the products we develop involve an inherent risk of allegations of product ~~liability, including foodborne illness.~~liability. If any of our products are determined or alleged to be contaminated or defective or to have caused an illness, injury or harmful accident to an end-customer, we could incur substantial costs in responding to complaints or litigation regarding our products and our product brand image could be materially damaged. Such events may have a material adverse effect on our business, operating results and financial condition. In addition, we may be required to participate in product recalls or we may voluntarily initiate a recall as a result of various industry or business practices or the need to maintain good customer relationships.

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Although we have taken and intend to continue to take what we consider to be appropriate precautions to minimize exposure to product liability claims, we may not be able to avoid significant liability. We currently maintain product liability insurance. While we think the coverage and limits are consistent with industry standards, our coverage may not be adequate or may not continue to be available at an acceptable cost, if at all. A product liability claim, product recall or other claim with respect to uninsured liabilities or in excess of insured liabilities could have a material adverse effect on our business, operating results and financial condition.

We are subject to increasing competition in the ~~marketplace~~marketplace.

Competitors may succeed in developing alternative technologies and products that are more effective, easier to use or less expensive than those which have been or are being developed by us or that would render our technology and products obsolete and non-competitive. We operate in highly competitive and rapidly evolving fields, and new developments are expected to continue at a rapid pace. Competition from large ~~food products,~~ industrial, medical and pharmaceutical companies is expected to be intense. In addition, the nature of our collaborative arrangements may result in our corporate partners and licensees becoming our competitors. Many of these competitors have substantially greater financial and technical resources and production and marketing capabilities than we do, and may have substantially greater experience in conducting clinical and field trials, obtaining regulatory approvals and manufacturing and marketing commercial products.

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If we are unable to secure contract manufacturers with capabilities to produce the products that we require, we CDMO services are highly complex and failure to provide quality and timely services to our CDMO customers, could adversely impact our business.

The ~~food industry is~~CDMO services we offer can be highly ~~competitive,~~complex, due in part to strict regulatory requirements and ~~further consolidation~~the inherent complexity of the services provided. A failure of our quality control systems in our facilities could cause problems in connection with facility operations for a variety of reasons, including equipment malfunction, viral contamination, failure to follow specific manufacturing instructions, protocols and standard operating procedures, problems with raw materials or environmental factors. Such issues could affect production of a single manufacturing run or manufacturing campaigns, requiring the ~~industry would likely increase competition. Our principal competitors have substantial financial, marketing, and other resources. Increased competition can reduce our sales due to loss~~destruction of ~~market share~~products, or the need to reduce prices to respond to competitive and customer pressures. Competitive pressures also may restrict our ability to increase prices, including in response to commodity and other cost increases. We sell branded, private brand, and customized food products, as well as commercially branded foods. Our branded products have an advantage over private brand products primarily due to advertising and name recognition, although private brand products typically sell at a discount to those of branded competitors.could halt manufacturing operations altogether. In addition, ~~when branded competitors focus on price and promotion, the environment for private brand producers becomes more challenging because the price difference between private brand~~any failure to meet required quality standards may result in our failure to timely deliver products and branded products may become less significant. In most product categories, we compete not only with other widely advertised branded products, but also with other private label and store brand products that are generally sold at lower prices. A strong competitive response from one or more of our competitors to our ~~marketplace efforts, or a consumer shift towards more generic, lower-priced, or~~customers which, in turn, could damage our reputation for quality and service. Any such incident could, among other ~~value offerings, could result in us reducing pricing, increasing marketing or other expenditures, or losing market share. Our margins and profits could decrease if a reduction in prices or~~things, lead to increased costs, ~~are not counterbalanced~~lost revenue, reimbursement to customers for lost product, damage to and possibly termination of customer relationships, time and expense spent investigating and remediating the cause and, depending on the cause, similar losses with ~~increased sales volume.~~respect to other manufacturing runs. In addition, such issues could subject us to litigation, the cost of which could be significant.

~~In addition, substantial growth~~The Company may be adversely impacted by the terms of its refinancing transactions with Alcon and by Alcon’s concentrated relationship with the Company as a significant customer of and lender to the Company.

As described elsewhere in ~~e-commerce has encouraged~~this Annual Report on Form 10-K, the ~~entry~~Company entered into Refinancing Transactions (defined below) with Alcon, a significant customer of ~~new competitors~~the Company, on May 22, 2023, pursuant to which Alcon agreed to become the Company’s lender under the New Term Loan Credit Facility. On May 3, 2023, the Company also entered into the Alcon Supply Agreement with Alcon, which amended and ~~business models, intensifying competition by simplifying distribution~~restated certain existing supply agreements entered into between the Company and ~~lowering barriers~~Alcon related to ~~entry. The expanding presence~~the Company’s manufacture and supply of ~~e-commerce retailers has impacted,~~HA for Alcon, which significantly expanded the anticipated commercial relationship between the Company and Alcon. As a result of these transactions, the Company may ~~continue~~be subject to ~~impact, consumer preferences~~risks related to the nature and ~~market dynamics, which in turn may negatively affect our sales or profits.~~

~~We must identify changing consumer preferences and develop and offer food products to meet their preferences~~

~~Consumer preferences evolve over time~~significance of this relationship. For example, given the increased scope of the customer relationship and the relative increased customer concentration, the Company’s revenues and operational results may become more reliant on the success and health of ~~our food products depends~~that relationship, including on ~~our~~Alcon’s continued ability and desire to ~~identify~~use the ~~tastes~~Company for the manufacture and ~~dietary habits~~supply of ~~consumers~~HA, and give them greater influence over the Company’s operations generally. Additionally, Alcon has not traditionally acted as a lender, and, as a result, the Company may be subject to ~~offer products~~risks related to the unique nature of the relationship between the Company and Alcon, including the fact that ~~appeal~~Alcon may not have the same motivations, incentives and practices as a traditional lender. For example, pursuant to ~~their preferences, including concerns~~the terms of ~~consumers regarding health~~the New Term Loan Credit Facility, the Company’s material uncured violation of the Alcon Supply Agreement constitutes an event of default under the New Term Loan Credit Facility, which puts significant pressure on the Company to comply with the terms of the Alcon Supply Agreement, and ~~wellness, obesity, product attributes,~~that failure to do so may cause the Company’s obligations under the New Term Loan Credit Facility to be accelerated and ~~ingredients. Introduction~~trigger other remedies Alcon may be entitled to under the New Term Loan Credit Facility, which could have a material adverse effect on the Company’s business, prospects, results of ~~new products~~operations, liquidity and product extensions requires significant development and marketing investment. If our products fail to meet consumer preferences, or we fail to introduce new and improved products on a timely basis, then the return on that investment will be less than anticipated and our strategy to grow sales and profits with investments in acquisitions, marketing, and innovation will be less successful.financial condition.

Our operations are subject to regulations that directly impact our ~~business~~business.

Our products and operations are subject to governmental regulation in the United States and foreign countries. The manufacture of our products is subject to detailed standards for product development, manufacturing controls, ongoing quality monitoring and analysis, and periodic inspection by regulatory authorities. We may not be able to obtain necessary regulatory approvals on a timely basis or at all. Delays in receipt of or failure to receive approvals or loss of previously received approvals would have a material adverse effect on our business, financial condition and results of operations. A significant portion of Curation Foods’ manufacturing workforce is provided by third-party labor contractors. The Company relies upon these contractors to validate the worker’s immigration status and their eligibility to work in the Company’s facilities, and failure of these contractors’ control processes or our internal control processes could result in Curation Foods not complying with applicable regulations. Although we have no reason to believe that we will not be able to comply with all applicable regulations regarding the manufacture and sale of our products and polymer materials, regulations are always subject to change and depend heavily on

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administrative interpretations and the country in which the products are sold. Future changes in regulations or interpretations relating to matters such as safe working conditions, laboratory and manufacturing practices, produce safety, environmental controls, and disposal of hazardous or potentially hazardous substances may adversely affect our business.

Our food operations are subject to regulation by the FDA, FTC, and other governmental entities. Applicable laws and regulations are subject to change from time to time and could impact how we manage the production, labeling, and sale of our food products. We are subject, for example, to FDA compliance and regulations concerning the safety of the food products handled and sold by Curation Foods, and the facilities in which they are packed, processed, and stored. Failure to comply with the applicable regulatory requirements can, among other things, result in:

•the issuance of adverse inspectional observations,

•Warning or Courtesy Letters,

•import refusals,

•fines, injunctions, civil penalties, and facility suspensions,

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•withdrawal of regulatory approvals or registrations,

•product recalls and product seizures, including cessation of manufacturing and sales,

•operating restrictions, and

•criminal prosecution

Compliance with foreign, federal, state, and local laws and regulations is costly and time-consuming. We may be required to incur significant costs to comply with the laws and regulations in the future which may have a material adverse effect on our business, operating results and financial condition.

Our food packaging products are subject to regulation under the FDC Act. Under the FDC Act, any substance that when used as intended may reasonably be expected to become, directly or indirectly, a component or otherwise affect the characteristics of any food may be regulated as a food additive unless the substance is generally recognized as safe. Food packaging materials are generally not considered food additives by the FDA if the products are not expected to become components of food under their expected conditions of use. We consider our breathable membrane product to be a food packaging material not subject to approval by the FDA. We have not received any communication from the FDA concerning our breathable membrane product. If the FDA were to determine that our breathable membrane products are food additives, we may be required to submit a food contact substance notification or food additive petition for approval by the FDA. The food additive petition process, in particular, is lengthy, expensive and uncertain. A determination by the FDA that a food contact substance notification or food additive petition is necessary would have a material adverse effect on our business, operating results and financial condition.

Our Curation Foods business is subject to the Perishable Agricultural Commodities Act (“PACA”). PACA regulates fair trade standards in the fresh produce industry and governs all the products sold by Curation Foods. Our failure to comply with the PACA requirements could among other things, result in civil penalties, suspension or revocation of a license to sell produce, and in the most egregious cases, criminal prosecution, which could have a material adverse effect on our business. In addition, the FTC and other state authorities regulate how we promote and advertise our food products, and we could be the target of claims relating to alleged false or deceptive advertising under federal, state, and local laws and regulations.

Lifecore’s existing products and the products that Lifecore is developing for its customers are considered to be medical devices, drug products, or combination products, and therefore, require clearance or approval by the FDA before commercial sales can be made in the United States. The products also require the approval of foreign government agencies before sales may be made in many other countries. The process of obtaining these clearances or approvals varies according to the nature and use of the product. It can involve lengthy and detailed safety and efficacy data, including clinical studies, as well as extensive site inspections and lengthy regulatory agency reviews. There can be no assurance that any of the clinical studies utilizing product produced by Lifecore for its customers will be authorized to proceed, or if authorized will show safety or effectiveness; that any of the products that Lifecore is producing for its customers that require FDA clearance or approval will obtain such clearance or approval on a timely basis, on terms acceptable to the sponsor company for the purpose of actually marketing the products, or at all; or that following any such clearance or approval previously unknown problems will not result in restrictions on the marketing of the products or withdrawal of clearance or approval.

In addition, most of the existing products being sold by Lifecore and its customers are subject to continued regulation by the FDA, various state agencies and foreign regulatory agencies, which regulate the design, nonclinical and clinical research studies, manufacturing, labeling, distribution, post-marketing product modifications, advertising, promotion, import, export, adverse event and other reporting, and record keeping procedures for such products. Aseptic processing and shared equipment manufacturing require specific quality controls. If we fail to achieve and maintain these controls, we may have to recall product, or may have to reduce or suspend production while we address any deficiencies. Marketing clearances or approvals by regulatory

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agencies can be withdrawn due to failure to comply with regulatory standards or the occurrence of unforeseen problems following initial clearance or approval. These agencies can also limit or prevent the manufacture or distribution of Lifecore’s products or change or increase the regulatory requirements applicable to such products. A determination that Lifecore is in violation of such regulations could lead to the issuance of adverse inspectional observations, a warning letter, imposition of civil penalties, including fines, product recalls or product seizures, preclusion of product import or export, a hold or delay in pending product approvals, withdrawal of marketing authorizations, injunctions against product manufacture and distribution, and, in extreme cases, criminal sanctions.

Federal, state and local regulations impose various environmental controls on the use, storage, discharge or disposal of toxic, volatile or otherwise hazardous chemicals and gases used in some of our manufacturing processes. Our failure to control the use of, or to restrict adequately the discharge of, hazardous substances under present or future regulations could subject us to substantial liability, cause us to clean up and incur remediation expenses, or cause our manufacturing operations to be suspended. In addition, changes in environmental regulations may impose the need for additional capital equipment or other requirements.

Any new business acquisition will involve uncertainty relating to ~~integration~~integration.

~~We completed the Yucatan Foods acquisition in December, 2018, and the~~ O ~~acquisition in March, 2017.~~ We have acquired other businesses in the past and may make additional acquisitions in the future. The successful integration of new business acquisitions may require substantial effort from the Company’s management. The diversion of the attention of management and any difficulties encountered in the transition process could have a material adverse effect on the Company’s ability to realize the anticipated benefits of the acquisitions. The successful combination of new businesses also requires coordination of research and development activities, manufacturing, sales and marketing efforts. In addition, the process of combining organizations located in different geographic regions could cause the interruption of, or a loss of momentum in, the Company’s activities. There can be no assurance that the Company will be able to retain key management, technical, sales and customer support personnel, or that the Company will realize the anticipated benefits of any acquisitions, and the failure to do so would have a material adverse effect on the Company’s business, results of operations and financial condition.

Our stockholder value creation program may not have the anticipated results we intended, expose us to additional restructuring costs and operational risks, and may be negatively perceived in the markets.

Over the past few years, we implemented our previously announced stockholder value creation program, Project SWIFT, which was designed to strategically realign our business to focus on its strategic assets and redesign the organization, including the divestiture of substantially all of our Curation Foods business and assets and a structuring of the overall business. We are still

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in the process of integrating these changes, and have experienced challenges in connection therewith, including additional restructuring costs, unexpected operational challenges, including with respect to financial reporting as described elsewhere in this Annual Report on Form 10-K, and similar or other issues may arise in the future.In addition, we may not be able to realize the expected benefits from such realignment and restructuring plans or other similar restructurings on the anticipated timing, or at all. The implementation of our restructuring efforts, including the potential reduction of our facilities and workforce, may not improve our operational and cost structure or result in greater efficiency of our organization; and we may not be able to support sustainable revenue growth and profitability following such restructurings.

We may not be able to achieve acceptance of our new products in the ~~marketplace~~marketplace.

Our success in generating significant sales of our products depends in part on our ability and that of our partners and licensees to achieve market acceptance of our new products and technology. The extent to which, and rate at which, we achieve market acceptance, including customer preferences and trends, and penetration of our current and future products is a function of many variables including, but not limited ~~to:~~

•to price,

•safety,

•efficacy,

•reliability,

•conversion costs,

•regulatory approvals,

•marketing and sales efforts, and

•general economic conditions affecting purchasing ~~patterns~~patterns.

We may not be able to develop and introduce new products and technologies in a timely manner or new products and technologies may not gain market acceptance. We and our partners/customers are in the early stage of product commercialization of certain ~~Intelimer-based specialty packaging, and~~ HA-based products and non-HA ~~products and new oil and vinegar~~ products. We expect that our future growth will depend in large part on our and our partners’/customers’ ability to develop and market new products in our target markets and in new markets. In particular, we expect that our ability to compete effectively with existing food products companies will depend substantially on developing, commercializing, achieving market acceptance of and reducing the cost of producing our products. In addition, commercial applications of some of our temperature switch polymer technology are relatively new and evolving. Our failure to develop new products or the failure of our new products to achieve market acceptance would have a material adverse effect on our business, results of operations and financial condition.

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We have a concentration of manufacturing ~~for Curation Foods and Lifecore~~ and may have to depend on third parties to manufacture our ~~products~~products.

We have a limited number of manufacturing facilities, all of which use specialized manufacturing equipment to operate our business. Any disruptions in our primary manufacturing operations would reduce our ability to sell our products and would have a material adverse effect on our financial results and create significant additional costs and inefficiencies if we were required to replace such facilities. Additionally, we may need to consider seeking collaborative arrangements with other companies to manufacture our products. If we become dependent upon third parties for the manufacture of our products, our profit margins and our ability to develop and deliver those products on a timely basis may be adversely affected. In that event, additional regulatory inspections or approvals may be required, and additional quality control measures would need to be implemented. Failures by third parties may impair our ability to deliver products on a timely basis and impair our competitive position. We may not be able to continue to successfully operate our manufacturing operations at acceptable costs, with acceptable yields, and retain adequately trained personnel.

~~We are subject~~Potential indemnification obligations related to divestitures made in connection with the ~~risks of doing business internationally~~

~~We are subject~~sale transactions related to the risks of doing business internationally. We conduct a substantial amount of business with growers and customers who are located outside the United States. We purchase avocados and vegetables from foreign growers and packers, sell products to foreign customers, and operate a production facility in Mexico. In the most recent years, there has been an increase in organized crime in Mexico, and significant changes in the Mexican government, both of which create risk for our business. We are also subject to regulations imposed by the Mexican government and to examinations by the Mexican tax authorities. Significant changes to these government regulations and to assessments by the Mexican tax authorities can have a negative impact on our operations and operating results in Mexico.

~~Fluctuations in foreign currency exchange rates in Mexico~~Project SWIFT may also adversely affect our operating results. While our operations are predominantly in the U.S., we are exposed to foreign currency exchange rate risk with respect to our sales, expenses, profits, assets and liabilities denominated in the Mexican peso. As a result, our financial performance may be affected by changes in foreign currency exchange rates. Moreover, any favorable or unfavorable impacts to gross profit, gross margin, income from operations or segment operating profit from fluctuations in foreign currency exchange rates are likely to be inconsistent year over year.

Since some of our expenses are paid in Mexican pesos and we sell our production in United States dollars, we are subject to changes in currency values that may adversely affect our results of operations. Our operations in the future could be affected by changes in the value of the Mexican peso against the United States dollar. The appreciation of non-U.S. dollar currencies such as the peso against the U.S. dollar increases expenses and the cost of purchasing capital assets in U.S. dollar terms in Mexico, which can adversely impact our operating results and cash flows. Conversely, depreciation of non-U.S. dollar currencies usually decreases operating costs and capital asset purchases in U.S. dollar terms. The value of cash and cash equivalents, and other monetary assets and liabilities denominated in foreign currencies, also fluctuate with changes in currency exchange rates.

For fiscal year 2021, approximately 17% of our consolidated net revenues were derived from product sales to international customers. A number of risks are inherent in international transactions. International sales and operations may be limited or disrupted by any of the following:

•~~regulatory approval process,~~

•~~government controls,~~

•~~export license requirements,~~

•~~political instability,~~

•~~price controls,~~

•~~trade restrictions,~~

•~~fluctuations in foreign currencies,~~

•~~changes in tariffs, or~~

•~~difficulties in staffing and managing international operations.~~

Foreign regulatory agencies have or may establish product standards different from those in the United States, and any inability on our part to obtain foreign regulatory approvals on a timely basis could have a material adverse effect on our ~~international~~ business, ~~and our~~ financial condition and results of operations. ~~While~~

The transaction documents related to the Eat Smart Disposition, the BreatheWay Disposition, the Yucatan Disposition, and the O Olive Sale provide for, among other things, our ~~foreign sales are currently priced~~retention of certain historical known liabilities related to the Curation Foods business, and certain indemnification obligations designed to make us potentially financially responsible for certain breaches in ~~dollars,~~

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~~fluctuations in currency exchange rates may reduce the demand for our products by increasing the price~~any of our ~~products~~representations or warranties or covenants, and certain other matters pursuant to such agreements. Pursuant to these terms, we have agreed remain responsible for certain liabilities notwithstanding these sales, including the matters described in “Legal Proceedings” and certain contractual obligations, which we expect will result in future expenses and costs to the ~~currency~~Company. In addition, we may be subject to unforeseen or unanticipated liabilities, which may be material and which may have a material adverse effect on our business, financial condition and results of ~~the countries in which the products are sold. Regulatory, geopolitical and other factors may adversely impact our operations in the future or require us to modify our current business practices.~~operations.

Our dependence on single-source suppliers and service providers may cause disruption in our operations should any supplier fail to deliver ~~materials~~materials.

Several of the raw materials we use to manufacture our products are currently purchased from a single source, including ~~some monomers used to synthesize Intelimer polymers, substrate materials for our breathable membrane products, and~~ raw materials for our HA products. ~~In addition, several services that are provided to Curation Foods are obtained from a single provider.~~ Any interruption of our relationship with single-source suppliers or service providers could delay product shipments and materially harm our business. We may experience difficulty acquiring materials or services for the manufacture of our products or we may not be able to obtain substitute vendors on a timely basis or at all. In addition, we may not be able to procure comparable materials at similar prices and terms within a reasonable time, if at all, all of which could materially harm our business.

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Our profitability is dependent upon our ability to obtain appropriate pricing for our products and to control our cost structure.

Our profitability and success depends on our ability to obtain appropriate pricing for our products and services. In many cases, our contractual arrangements with customers establish pricing terms and mechanics for price increases that will govern the relationship for long periods of time (including, in certain cases, up to several years), and therefore well in advance of our delivery of the products and services. Accordingly, our profitability is heavily reliant on accurately predicting our costs, which rely upon assumptions and estimates that may not ultimately be correct. In addition, these pricing arrangements subject us to risks arising from unanticipated increases in our cost structure, including with respect to raw material and labor costs, facility and equipment costs, unanticipated inefficiencies, product loss, or shipping and storage costs. Competition in our industry can also put downward pressure on pricing, which, in turn, can decrease our margins and increase the pressure placed on our ability to accurately predict our costs.

Our attempts to offset increased costs through pricing actions for our products and services may not be sufficient or successful, particularly in light of the limitations created by our existing arrangements and competitive pressures. In addition, our efforts to constrain the cost of our operations may not be effective, or may be inadequate to offset pricing pressures or any unanticipated increases in costs. If we are unable to obtain adequate pricing for our products and services, our profitability, results of operations and financial position could be materially adversely affected.

We depend on our infrastructure to have sufficient capacity to handle our on-going production ~~needs~~needs.

If our machinery or facilities are damaged or impaired due to natural disasters or mechanical failure, or we lose members of our workforce such that our workforce falls below the levels needed to maintain our business, we may not be able to operate at a sufficient capacity to meet our production needs. This could have a material adverse effect on our business, which could impact our results of operations and our financial condition.

We depend on strategic partners and licenses for future ~~development~~development.

Our strategy for development, clinical and field testing, manufacture, commercialization and marketing for some of our current and future products includes entering into various collaborations with corporate partners, licensees, and others. We are dependent on our corporate partners to develop, test, manufacture and/or market some of our products. Although we believe that our partners in these collaborations have an economic motivation to succeed in performing their contractual responsibilities, the amount and timing of resources to be devoted to these activities are not within our control. Our partners may not perform their obligations as expected or we may not derive any additional revenue from the arrangements. Our partners may not pay any additional option or license fees to us or may not develop, market or pay any royalty fees related to products under such agreements. Moreover, some of the collaborative agreements provide that they may be terminated at the discretion of the corporate partner, and some of the collaborative agreements provide for termination under other circumstances. Our partners may pursue existing or alternative technologies in preference to our technology. Furthermore, we may not be able to negotiate additional collaborative arrangements in the future on acceptable terms, if at all, and our collaborative arrangements may not be successful.

Risks Related to Ownership of Our Common Stock

Our future operating results are likely to fluctuate which may cause our stock price to ~~decline~~decline.

In the past, our results of operations have fluctuated significantly from quarter to quarter and are expected to continue to fluctuate in the future. ~~Curation Foods can be affected by seasonal and weather-related factors which have impacted our financial results in the past due to shortages of essential value-added produce items.~~ Lifecore can be affected by the timing of orders from its relatively small customer base and the timing of the shipment of those orders. Our earnings may also fluctuate based on our ability to collect accounts receivable from ~~customers and notes receivable from growers and on price fluctuations in the fresh vegetable and fruit markets.~~customers. Other factors that affect our operations include:

•our ability ~~and our growers’ ability~~ to obtain an adequate supply of ~~labor,~~

•~~our growers’ ability to obtain an adequate supply of water,~~labor;

•the ~~seasonality and~~ availability and quantity of our ~~supplies,~~

•~~our ability to process produce during critical harvest periods,~~

•~~the timing and effects of ripening,~~

•~~the degree of perishability,~~supplies;

•the effectiveness of worldwide distribution ~~systems,~~systems;

•total worldwide industry ~~volumes,~~volumes;

•the seasonality and timing of consumer ~~demand,~~

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•~~foreign currency fluctuations,~~demand; and

•foreign importation restrictions and foreign political risks.

~~In addition, the COVID-19 pandemic has increased the risk~~

Table of ~~fluctuations in such factors. As a result of these and other factors, we expect to continue to experience fluctuations in quarterly operating results.~~Contents

Our stock price may fluctuate in response to various conditions, many of which are beyond our ~~control~~control.

The market price of our ~~common stock~~Common Stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the following:

•~~weather-related produce sourcing issues,~~

•technological innovations applicable to our products,

•pandemics, epidemics and other natural disasters, including the COVID-19 pandemic,

•our attainment of (or failure to attain) milestones in the commercialization of our technology,

•our development of new products or the development of new products by our competitors,

•new patents or changes in existing patents applicable to our products,

•our acquisition of new businesses or the sale or disposal of a part of our businesses,

•development of new collaborative arrangements by us, our competitors, or other parties,

•changes in government regulations, interpretation, or enforcement applicable to our business,

•changes in investor perception of our business,

•fluctuations in our operating results, and

•changes in the general market conditions in our industry.

Fluctuations in our quarterly results may, particularly if unforeseen, cause us to miss projections which might result in analysts or investors changing their valuation of our stock.

Our Series A Preferred Stock has rights, preferences, and privileges that are not held by, and are preferential to, the rights of holders of our common stock.

We have issued Convertible Preferred Stock, which have rights, preferences and privileged that are not held by, and are preferential to, the Company’s Common Stock, including with respect to dividends, distributions and payments on liquidation, winding up and dissolution, which could adversely impact the rights of the holders of the Company’s Common Stock. In addition, subject to the terms of the Certificate of Designations, the holders of Convertible Preferred Stock are entitled to designate two members of the Board, to vote on an as-converted basis with the Company’s Common Stock, and to separate consent rights over certain matters. These rights, combined with the fact that ownership of the Convertible Preferred Stock is highly concentrated, provide the holders of the Convertible Preferred Stock with significant influence over the Company. The holders of the Convertible Preferred Stock may ~~issue preferred stock~~have interests that are different from those of the holder of Common Stock, and could adversely impact the Company’s ability to effectuate its strategic initiatives and operate its business.

In addition, the conversion price of the Convertible Preferred Stock may be adjusted in connection with ~~preferential~~certain dilutive events, including in the event of subsequent equity offerings at a price below the current conversion price. These rights ~~that~~ could ~~affect your rights~~adversely impact the Company’s access to equity capital, and otherwise compound the dilutive effects of future equity raises by the Company.

The Board may issue additional Convertible Preferred Stock or could authorize the issuance of ~~shares~~new securities with priority as to dividends, distributions and payments on liquidation, winding up and dissolution over the rights of ~~preferred stock could have~~ the effect of making it more difficult for a third-party to acquire a majority of our outstanding stock, and the holders of such preferred stock could have voting, dividend, liquidation and other rights superior to those of holders of our Common Stock.

We have never paid any dividends on our ~~common stock~~Common Stock.

We have not paid any dividends on our Common Stock since inception and do not expect to in the foreseeable future. Any dividends may be subject to preferential dividends payable on any preferred stock we may issue.

Our corporate organizational documents and Delaware law have anti-takeover provisions that may inhibit or prohibit a takeover of us and the replacement or removal of our ~~management~~management.

The anti-takeover provisions under Delaware law, as well as the provisions contained in our corporate organizational documents, may make an acquisition of us more difficult. For example:

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•our certificate of incorporation includes a provision authorizing our Board of Directors to issue blank check preferred stock without stockholder approval, which, if issued, would increase the number of outstanding shares of our capital stock and could make it more difficult for a stockholder to acquire us;

•our certificate of incorporation provides for a dual-class Board of Directors, in which each class will serve for a staggered two-year term;

•our certificate of incorporation limits the number of directors that may serve on the Board of Directors without the majority approval of all of the outstanding shares of our ~~common stock;~~Common Stock;

•our amended and restated bylaws require advance notice of stockholder proposals and director nominations;

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•our Board of Directors has the right to implement additional anti-takeover protections in the future, including stockholder rights plans and other amendments to our organizational documents, without stockholder approval; and

•Section 203 of the Delaware General Corporation Law may prevent large stockholders from completing a merger or acquisition of us.

These provisions may prevent a merger or acquisition of us which could limit the price investors would pay for our ~~common stock~~Common Stock in the future.

General Risks

Changes to U.S. trade policy, tariff and import/export regulations may have a material adverse effect on our ~~business~~business.

Changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business, as well as any negative sentiment toward the U.S. as a result of such changes, could adversely affect our business. For example, the previous U.S. presidential administration instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where we conduct our business.

As a result of such policy changes of the previous U.S. presidential administration and U.S. government proposals, there may be greater restrictions and economic disincentives on international trade. Tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing trade sanctions on certain U.S. goods. Such changes have the potential to adversely impact the U.S. economy or certain sectors thereof, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations.

We may be exposed to ~~employment related~~employment-related claims and costs that could materially adversely affect our ~~business~~business.

We have been subject in the past, and may be in the future, to claims by employees based on allegations of discrimination, negligence, harassment, and inadvertent employment of undocumented workers or unlicensed personnel, and we may be subject to payment of workers’ compensation claims and other similar claims. We have incurred and, in the future, could incur substantial costs and our management could spend a significant amount of time responding to such complaints or litigation regarding employee claims, which may have a material adverse effect on our business, operating results and financial condition. In addition, several recent decisions by the United States NLRB have found companies ~~such as Curation Foods, which~~that use contract employees could be found to be “joint employers” with the staffing firm, which may increase our potential exposure for any such claims from contract employees.

We may be subject to unionization, work stoppages, slowdowns or increased labor ~~costs~~costs.

None of our U.S. based employees are represented by a ~~union, while our employees in our Tanok, Mexico facility are represented by a local~~ union. However, our employees have the right under the National Labor Relations Act to form or affiliate with a union. If some or all of our workforce were to become unionized and the terms of the collective bargaining agreement were significantly different from our current compensation arrangements, it could increase our costs and adversely impact our profitability. Moreover, participation in labor unions could put us at increased risk of labor strikes and disruption of our operations.

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We are dependent on our key employees and if one or more of them were to leave, we could experience difficulties in replacing them, or effectively transitioning their replacements and our operating results could ~~suffer~~suffer.

The success of our business depends to a significant extent on the continued service and performance of a relatively small number of key senior management, technical, sales, and marketing personnel. The loss of any of our key personnel for an extended period may cause hardship for our business. In addition, competition for senior level personnel with knowledge and experience in our different lines of business is intense. If any of our key personnel were to leave, we would need to devote substantial resources and management attention to ~~replace~~replacing them. As a result, management attention may be diverted from managing our business, and we may need to pay higher compensation to replace these employees.

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Our reputation and business may be harmed if our computer network security or any of the databases containing our trade secrets, proprietary information or the personal information of our employees, or those of third parties, are ~~compromised~~compromised.

Cyber-attacks or security breaches could compromise our confidential business information, cause a disruption in the Company’s operations or harm our reputation. We maintain numerous information assets, including intellectual property, trade secrets, banking information and other sensitive information critical to the operation and success of our business on computer networks, and such information may be compromised in the event that the security of such networks is breached. We also maintain confidential information regarding our employees and job applicants, including personal identification information. The protection of employee and company data in the information technology systems we utilize (including those maintained by third-party providers) is critical. Despite the efforts by us to secure computer networks utilized for our business, security could be compromised, confidential information, such as Company information assets and personally identifiable employee information, could be misappropriated, or system disruptions could occur.

In addition, cyber-attacks on our customers or vendors could disrupt our ability to procure product from our vendors or our customers’ ability to order our products, and may negatively impact our reputation. Any of these occurrences could disrupt our business, result in potential liability or reputational damage, or otherwise have an adverse effect on our financial results.

In addition, we may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyberattacks. Attacks may be targeted at us, our customers, or others who have entrusted us with information. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants. Advances in computer capabilities, new technological discoveries or other developments may result in the technology used by us to protect sensitive Company data being breached or compromised. Furthermore, actual or anticipated cyberattacks or data breaches may cause significant disruptions to our network operations, which may impact our ability to deliver shipments or respond to customer needs in a timely or efficient manner.

Data and security breaches could also occur as a result of non-technical issues, including an intentional or inadvertent breach by our employees or by persons with whom we have commercial relationships that result in the unauthorized release of confidential information related to our business or personal information of our employees. Any compromise or breach of our computer network security could result in a violation of applicable privacy and other laws, costly investigations and litigation, and potential regulatory or other actions by governmental agencies. As a result of any of the foregoing, we could experience adverse publicity, the compromise of valuable information assets, loss of sales, the cost of remedial measures and/or significant expenditures to reimburse third parties for resulting damages, any of which could adversely impact our brand, our business and our results of operations.

We depend on our intellectual property, and we may be unable to adequately protect our intellectual property rights or may infringe intellectual property rights of ~~others~~others.

We may receive notices from third parties, including some of our competitors, claiming infringement by our products of their patent and other proprietary rights. Regardless of their merit, responding to any such claim could be time-consuming, result in costly litigation and require us to enter royalty and licensing agreements which may not be offered or available on terms acceptable to us. If a successful claim is made against us and we fail to develop or license a substitute technology, we could be required to alter our products or processes and our business, results of operations or financial position could be materially adversely affected. Our success depends in large part on our ability to obtain patents, maintain trade secret protection, and operate without infringing on the proprietary rights of third parties. Any pending patent applications we file may not be approved and we may not be able to develop additional proprietary products that are patentable. Any patents issued to us may not provide us with competitive advantages or may be challenged by third parties. Patents held by others may prevent the commercialization of products incorporating our technology. Furthermore, others may independently develop similar products, duplicate our products or design around our patents.

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We have access to certain intellectual property and information of our customers and suppliers, and failure to protect that intellectual property or information could adversely affect our future growth and success.

We have access to sensitive intellectual property and confidential information of our customers and supplies, and rely on nondisclosure agreements, information technology security systems and other measures to protect certain customer and supplier information and intellectual property that we have in our possession or to which we have access. Our efforts to protect such intellectual property and proprietary rights may not be sufficient, which could subject us to judgments, penalties and significant litigation costs, reputational harm, or temporarily or permanently disrupt our sales and marketing of the affected products or services and could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

The global economy is experiencing continued volatility, which may have an adverse effect on our ~~business~~business.

In recent years, the U.S. and international economy and financial markets have experienced significant volatility due to uncertainties related to the availability of credit, energy prices, the COVID-19 pandemic, national elections and other political events, difficulties in the banking and financial services sectors, diminished market liquidity, and geopolitical conflicts. Ongoing volatility in the economy and financial markets could further lead to reduced demand for our products, which in turn, would reduce our revenues and adversely affect our business, financial condition and results of operations. In particular, volatility in the global markets have resulted in softer demand and more conservative purchasing decisions by customers, including a tendency toward lower-priced products, which could negatively impact our revenues, gross margins and results of operations. In addition to a reduction in sales, our profitability may decrease because we may not be able to reduce costs at the same rate as our sales decline. We cannot predict the ultimate severity or length of the current period of volatility, or the timing or severity of future economic or industry downturns.

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Given the current uncertain economic environment, ~~and the COVID-19 pandemic,~~ our customers, suppliers, and partners may have difficulties obtaining capital at adequate or historical levels to finance their ongoing business and operations, which could impair their ability to make timely payments to us. This may result in lower sales and/or inventory that may not be saleable or may result in bad debt expenses for us. A worsening of the economic environment or continued or increased volatility of the U.S. economy, including increased volatility in the credit markets, could adversely impact our customers’ and vendors’ ability or willingness to conduct business with us on the same terms or at the same levels as they have historically. Further, this economic volatility and uncertainty about future economic conditions makes it challenging for ~~Landec~~the Company to forecast its operating results, make business decisions, and identify the risks that may affect its business, sources and uses of cash, financial condition and results of operations.

Litigation costs and the outcome of litigation could have a material adverse effect on our ~~business~~business.

From time to time, we have been subject and may in the future be subject to litigation claims ~~through the ordinary course of our business operations~~ regarding, but not limited to, employment matters, safety standards, product liability, security of customer and employee personal information, contractual relations with vendors, marketing and infringement of trademarks and other intellectual property ~~rights. In addition, as described elsewhere in this report, the COVID-19 pandemic,~~rights, and ~~our responses thereto, may subject us to further litigation, including~~compliance with ~~respect to employment matters, contract disputes, and other matters.~~laws. Litigation to defend ourselves against claims by third parties or enforcement actions by regulators, or to enforce any rights that we may have against third parties, has been and may continue to be necessary, which has resulted and in the future could result in substantial costs, penalties, limitations on our business and diversion of our resources, causing a material adverse effect on our business, financial condition, results of operations or cash flows.

~~Lapses in disclosure controls~~Increasing attention to Environmental, Social, and ~~procedures or internal control over financial reporting could materially and adversely affect the Company’s operations, profitability or reputation~~

~~Lapses or deficiencies in disclosure controls and procedures or in our internal control over financial reporting~~Governance (“ESG”) matters may occur from time to time. There can be no assurance that our disclosure controls and procedures will be effective in preventing a material weakness or significant deficiency in internal control over financial reporting from occurring in the future. Any such lapses or deficiencies may materially and adversely affectimpact our business, financial results or stock price.

Companies across all industries are facing increasing scrutiny from stakeholders related to their ESG practices and disclosures, including practices and disclosures related to climate change, diversity and inclusion and governance standards. Investor advocacy groups, certain institutional investors, lenders, investment funds and other influential investors are also increasingly focused on ESG practices and disclosures and in recent years have placed increasing importance on the implications and social cost of their investments. In addition, government organizations are enhancing or advancing legal and regulatory requirements specific to ESG matters. The heightened stakeholder focus on ESG issues related to our business requires the continuous monitoring of various and evolving laws, regulations, standards and expectations and the associated reporting requirements. A failure to adequately meet stakeholder expectations may result in noncompliance, the loss of business, reputational impacts, diluted market valuation, an inability to attract customers and an inability to attract and retain top talent. In addition, our adoption of certain standards or mandated compliance to certain requirements could necessitate additional investments that could have an adverse effect on our results of operations or financial condition, restrict our ability to access the capital markets, require us to expend resources to correct the lapses or deficiencies, which could include the restating of previously reported financial results, expose us to regulatory or legal proceedings, harm our reputation, or otherwise cause a decline in investor confidence.

operations.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

As of May ~~30, 2021,~~28, 2023, the Company owned or leased the following principle physical properties:

Location

Business Segment

Ownership

Facilities

~~Guadalupe, CA~~

~~Curation Foods~~

~~Owned~~

~~199,000 square feet of office space, manufacturing and cold storage~~

Chaska, MN

Lifecore

Owned

148,200 square feet of office, laboratory and manufacturing space

~~Silao, Guanajuato, Mexico~~

~~Curation Foods~~

~~Leased~~

~~97,000 square feet of office and manufacturing space~~

Chaska, MN

Lifecore

Leased

80,950 square feet of office, manufacturing and warehouse space

~~Bowling Green, OH~~Santa Maria, CA

Curation Foods

~~Owned~~

~~55,900 square feet of office space, manufacturing and cold storage~~

~~Santa Maria, CA~~

~~Curation Foods~~

Leased

36,300 square feet of office and laboratory space

Chanhassen, MN

Lifecore

Leased

21,384 square feet of warehouse and office space

Petaluma, CA

Curation Foods

Leased

18,400 square feet of office and manufacturing space

~~Rock Hill, SC~~

~~Curation Foods~~

~~Owned~~

~~16,400 square feet of cold storage and office space~~

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In addition to the principal physical properties described above, the Company owns or leases a number of other facilities ~~and land~~ in various locations in the United States that are used for manufacturing ~~cold storage,~~ and administration activities. Leases for these leased facilities expire at various dates through the year ~~2040.~~ 2030. All of our owned real property is subject to liens in favor of the lenders under our 2020 credit agreement with BMO Harris Bank N.A. (“BMO”) as administrative agent.

The Company does not anticipate experiencing significant difficulty in retaining occupancy of any of our manufacturing, laboratory, ~~cold storage,~~ or office facilities through lease renewals prior to expiration or through month-to-month occupancy, or in replacing them with equivalent facilities. We believe our existing facilities, both owned and leased, are in good condition and suitable for the conduct of our business.

Item 3. Legal Proceedings

The information contained in Note 109 - Commitments and Contingencies to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

The Common Stock is traded on ~~The~~the NASDAQ Global Select Market under the symbol ~~“LNDC”~~“LFCR”.

Holders

As of ~~July 26, 2021,~~March 14, 2024, there were approximately 4647 holders of record of our ~~common stock.~~Common Stock. Since certain holders are listed under their brokerage firm’s names, the actual number of stockholders is higher.

Dividends

The Company has not paid any dividends on the Common Stock since its inception. The Company presently intends to retain all future earnings, if any, for its business and does not anticipate paying cash dividends on its Common Stock in the foreseeable future.

Issuer Purchases of Equity Securities

For the twelve months ended May ~~30, 2021,~~28, 2023, there have been no shares repurchased by the Company. The Company may still repurchase up to $3.8 million of the Company’s Common Stock under the Company’s stock repurchase plan announced on July 14, 2010. Under the Company’s credit agreement with BMO, the Company is prohibited from repurchasing or redeeming its stock, subject to certain limited exceptions.

Recent Sales of Unregistered Equity Securities

The Company did not sell any unregistered equity securities during the ~~twelve~~three months ended May ~~30, 2021.~~28, 2023.

Item 6. ~~Selected Financial Data~~Reserved

~~Not applicable.~~

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Company’s Consolidated Financial Statements contained in Part IV, Item 815 of this report. Except for the historical information contained herein, the matters discussed in this report are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include, without limitation, those mentioned in this report and, in particular, the factors described in Item 1A. “Risk Factors”. Please see ~~“Note~~“Cautionary Note About ~~Forward Looking~~Forward-Looking Statements”.

Corporate Overview

~~Landec Corporation~~Lifecore Biomedical and its subsidiaries (“~~Landec”,~~Lifecore Biomedical,” the “Company”, “we” or “us”) design, develop, manufacture, and sell differentiated products for ~~food and~~ biomaterials markets, and license technology applications to partners. ~~Landec has three reportable business segments – Curation Foods,~~

Lifecore ~~and Other which are described below. Landec’s~~Biomedical’s biomedical company, Lifecore ~~Biomedical®~~Biomedical Operating Company, Inc. (“Lifecore”), is a fully integrated ~~contract development and manufacturing organization ("CDMO")~~CDMO that offers highly differentiated capabilities in the development, fill and finish of sterile, injectable pharmaceutical products in syringes and vials. As a leading manufacturer of premium, injectable grade ~~Hyaluronic Acid,~~sodium hyaluronic (“HA”), Lifecore brings 36over 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.

~~Landec’s~~Lifecore Biomedical previously operated a natural food company, Curation Foods, isInc. (“Curation Foods”), which focused on innovating and distributing plant-based foods with 100% clean ingredients to retail, club and foodservice channels throughout North America. However, upon the sale of Yucatan on February 7, 2023 and O Olive on April 6, 2023, we ceased to operate the Curation Foods ~~is able to maximize product freshness through its geographically dispersed family~~business. Accordingly, commencing in the fourth quarter of ~~growers, refrigerated supply chain and patented BreatheWay~~® ~~packaging technology. Also included in~~fiscal year 2023, the Curation Foods segment of Lifecore Biomedical is presented as a discontinued operation in its entirety.

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Reportable Segments

Lifecore Biomedical operates as one reportable segment, Lifecore, which is described in further detail below. This is based on the objectives of the business and how our chief operating decision maker, the President and Chief Executive Officer, monitors operating performance and allocates resources.

Change in Reportable Segments

The Company previously operated in principally two reportable segments, Lifecore and Curation, and disclosed Other which included corporate activities. During the fourth quarter of fiscal year 2023, in connection with the previously announced strategic shift and upon the sale of Yucatan and O Olive, the Company has ceased to operate the Curation Foods business. As a result, we changed the level of detail at which our chief operating decision maker (“CODM”) regularly reviews and manages the businesses, resulting in a change to our reportable segments. With the exit of the Curation Foods business, the “Curation” segment ceased to exist; and “Other”, which previously included corporate general, interest, income tax and other general and administrative expenses, is incorporated into the single “Lifecore” segment.

Commencing with this Annual Report on Form 10-K, we will now manage and report our operating results through one reportable segment: Lifecore. This change allows us to better align our business models, resources, and cost structure to the specific current and future growth of our business, while maintaining the necessary information and transparency to our stockholders. Our historical segment information has been recast to conform to the current segment structure, and all previously operated Curation Food business are presented as discontinued operations.

Lifecore

Lifecore, located in Chaska, Minnesota, is a fully integrated CDMO that offers highly differentiated capabilities in the ~~dividends~~development, fill and ~~Landec’s share~~finish of sterile, injectable pharmaceutical products in syringes and vials. It is involved in the manufacture of pharmaceutical-grade sodium hyaluronate (“HA”) in bulk form as well as formulated and filled syringes and vials for injectable products used in treating a broad spectrum of medical conditions and procedures. Lifecore uses its fermentation process and aseptic formulation and filling expertise to be a leader in the development of HA-based products for multiple applications and to take advantage of non-HA device and drug opportunities which leverage its expertise in manufacturing and aseptic syringe filling capabilities.

Lifecore CDMO provides product development services to its partners for HA-based, as well as non-HA based, aseptically formulated and filled products. These services include activities such as technology development, material component changes, analytical method development, formulation development, pilot studies, stability studies, process validation and production of materials for clinical studies.

Built over many years of experience, Lifecore separates itself from its competition based on its five areas of expertise, including but not limited to Lifecore’s ability to:

Establish strategic relationships with market leaders:

Lifecore continues to develop applications for products with partners who have strong marketing, sales, and distribution capabilities to end-user markets. Through its strong reputation and history of providing pharmaceutical grade HA and products, Lifecore has established long-term relationships with global and emerging biopharmaceutical and biotechnology companies across multiple therapeutic categories and leverages those partnerships to attract new relationships in other medical markets.

Expand medical applications for HA:

Due to the growing knowledge of the ~~change~~unique characteristics of HA and Lifecore’s unique strength and history as a trusted manufacturer of pharmaceutical injectable grade HA products, Lifecore continues to identify and pursue opportunities for the use of HA in ~~the fair market value~~other medical applications, such as wound care, aesthetic surgery, drug delivery, next generation orthopedics and device coatings, and through sales to academic and corporate research customers. Further applications may involve expanding process development activity and/or additional licensing of ~~the Company’s 26.9% investment ownership of Windset, a leading edge grower of hydroponically-grown produce.~~technology.

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~~Included~~Utilize manufacturing infrastructure to meet customer demand:

Lifecore has made strategic capital investments in its CDMO business focusing on extending its aseptic filling capacity and capabilities to meet increasing partner demand and to attract new contract filling opportunities outside of HA markets. Lifecore is using its manufacturing capabilities to provide contract manufacturing and development services to its partners in the ~~Other segment~~area of sterile pre-filled syringes and vials, as well as fermentation and purification requirements.

Maintain flexibility in product development and supply relationships:

Lifecore’s vertically integrated development and manufacturing capabilities allow it to establish a variety of contractual relationships with global corporate partners. Lifecore’s role in these relationships extends from supplying HA raw materials to providing technology transfer and development services to manufacturing aseptically filled, finished sterile products, and assuming full supply chain responsibilities.

Deliver consistent quality:

Lifecore has built a world class quality and regulatory system that is ~~Corporate, which includes corporate general~~demonstrated in its results, processes and ~~administrative expenses, non-Curation Foods~~customer relationships. With over 40 years of a superior track record with global regulatory bodies (FDA, EMA, ANVISA, etc.), Lifecore is the partner of choice for companies looking for proven experience in delivering QbD, cGMP compliance, and ~~non-Lifecore interest income~~manufacturing excellence with pharmaceutical elegance and ~~income tax expenses.~~quality. Lifecore’s world class quality and regulatory system and excellent track record with the global regulatory bodies ensure partners that they will safely bring innovative therapies to market.

~~Strategy~~

The Company’s strategy is to maximize the value of our business portfolio by improving operating margins at Curation Foods, investing in growth to drive momentum at Lifecore while driving profitable growth across the organization with consumer insights driven innovation. Each of our business segments are in different life stages and have clear strategic priorities.

~~Lifecore~~Strategy

Lifecore is ~~the Company’s FDA approved~~an FDA-approved CDMO business, which is focused on driving profitable growth with product development and manufacturing of sterile injectable products. Lifecore seeks to expand its presence in the CDMO marketplace by partnering with biopharmaceutical and biotechnology companies to bring their unique therapies to market. Lifecore’s goal of continuing success will be to execute on its three strategic priorities:

1) Managing Business Development Pipeline: Accelerate product development activities for small and large biopharmaceutical and biotechnology companies in various stages of the product lifecycle, spanning clinical development stage to commercialization, which aligns with the business’ overall product development strategy.

2) Maximizing ~~Capacity:~~ Capacity: Meet customer demand by maximizing capacity in the syringe and vial multi-purpose filler production line to significantly increase the number of products produced.

3) Advancing Product ~~Commercialization:~~ Commercialization: Continue to seek out opportunities to advance customers’ late-stage product development activities by supporting their clinical programs and commercial process scale-up activities.

~~Curation Foods~~

Curation Foods, the Company’s natural food business, is focused on transforming its business to improve operational performance. The Company launched Project SWIFT which aims to strengthen Curation Foods by simplifying the business. The Company believes that the decisive actions of Project SWIFT will help improve the Company’s operating cost structure, enhance profitability, and strengthen its balance sheet with an overall aim to deliver long-term value to shareholders. Curation Foods intends to continue to deliver high levels of product quality and safety, while successfully executing on its customer, grower, and partner commitments. Project SWIFT will continue to be implemented throughout fiscal 2022, with three strategic priorities designed to improve Curation Foods’ overall financial performance and profitability:

~~1) Network & Operational Optimization:~~ Streamline the organization to maximize efficiency and productivity by continuous improvement in plant operations with lean manufacturing practices. This included the consolidation and centralization of Curation Foods various offices into its Innovation Center headquarters in Santa Maria, California in fiscal 2020.Significant Events During Fiscal Year 2023

~~2) Focus~~Loss on ~~Strategic Assets: Simplify the business by divesting non-core assets. In fiscal 2020~~Debt Extinguishment

On May 22, 2023, the Company ~~initiated~~entered into the ~~strategic sale process~~New Term Loan Credit Facility (as defined below) with Alcon. The proceeds of this New Term Loan Credit Facility were used to repay the ~~Company’s Ontario, California salad dressing manufacturing facility, which had yet to become operational and a review of strategic options for~~Prior Term Loan Facility in its ~~legacy core vegetable bag and tray business.~~entirety. In connection with the ~~first quarter of fiscal year 2021,~~New Term Loan Credit Facility, the Company ~~sold its interest~~recorded a loss on debt extinguishment in ~~Ontario for net proceeds~~the Consolidated Statements of ~~$4.9~~Operations amounting to $23.7 million, comprised of a prepayment penalty of $12.9 million, write-off unamortized deferred financing fees related to the Prior Term Loan Credit Facility of $7.5 million and third-party fees of $3.3 million. ~~In June 2020~~

Securities Purchase Agreement

On November 25, 2022, the Company began exploring opportunities for the divestiture of its underutilized Hanover manufacturing facility, and during the second quarter of fiscal year 2021, the Company sold the Hanover building and assets related thereto for net proceeds of $8.0 million.

~~3) Organizational Redesign:~~ Redesigning the organization so that it is the appropriate size for the Company’s future direction. In fiscal 2021, the Company focused on redesigning strategic initiatives, developed and elevated internal talent and reduced overall headcount to improve efficiencies.

~~During May 2021 we~~ entered into a ~~transportation management, warehousing,~~Securities Purchase Agreement (the “Wynnefield Purchase Agreement”) with entities affiliated with Wynnefield Capital, Inc. (the “Purchasers”). Pursuant to the Wynnefield Purchase Agreement, the Company agreed to sell an aggregate of 627,746 shares of its Common Stock (the “Shares”) for aggregate gross proceeds of $5.0 million (the “Offering”). The purchase price for each Share was $7.97. The Offering closed on November 25, 2022. Pursuant to the Wynnefield Purchase Agreement, the Company granted the Purchasers certain piggyback registration rights and ~~transportation services agreement with Castellini Company, LLC~~agreed, among other things, to ~~outsource Curation Foods’ fresh packaged salads~~indemnify such parties under any registration statement filed that includes the Shares from certain losses, claims, damages and vegetables logistics management, including transportation, warehousing and distribution. We expect to benefit from engaging with a strategic logistics partner to increase our distribution reach into markets that we do not currently serve, improve efficiency by increased distribution frequency in existing markets and reduce our overall operating costs, thereby bringing greater value to our stockholders.liabilities.

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Series A Convertible Preferred Share Purchase Agreement

On January 9, 2023, the Company simultaneously signed and closed the Preferred Share Purchase Agreement with a group of certain accredited investors. Pursuant to the Preferred Share Purchase Agreement, the Company issued and sold an aggregate of 38,750 shares of a new series of convertible preferred stock of the Company designated as Series A Convertible Preferred Shares, par value $0.001 per share (the “Convertible Preferred Stock”) for an aggregate of $38.8 million. The ~~COVID-19 Pandemic~~Convertible Preferred Stock ranks senior to the Company’s Common Stock with respect to dividends, distributions, and payments on liquidation, winding up and dissolution. Each holder of Convertible Preferred Stock has the right, at its option, to convert its Convertible Preferred Stock, in whole or in part, into fully paid and non-assessable shares of our Common Stock at an initial conversion price equal to $7.00 per share. The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization, or similar events, and is also subject to adjustment in the event of subsequent offerings of Common Stock or convertible securities by the Company for less than the conversion price. Immediately following the closing of the Preferred Share Repurchase Agreement, two Series A Convertible Preferred Stock directors were appointed to the Company’s Board of Directors.

Yucatan Disposition

On February 7, 2023, the Company, Camden Fruit Corp., a direct wholly owned subsidiary of Curation Foods and an indirect wholly owned subsidiary of the Company (“Camden” and together with the Curation Foods and the Company, the “Sellers”), Yucatan Foods, LLC, a wholly owned subsidiary of the Camden (“Yucatan”), and Yucatan Acquisition Holdings LLC, a wholly owned subsidiary of Flagship Food Group LLC (“Flagship”, “Buyer” and together with Yucatan and the Sellers, the “Parties”) completed the sale (the “Yucatan Disposition”) of the Company’s avocado products business, including its Yucatan® and Cabo Fresh® brands, as well as the associated manufacturing facility and operations in Guanajuato, Mexico (the “Business”), pursuant to the terms of a securities purchase agreement executed by the Parties on February 7, 2023 (the “Securities Purchase Agreement”). Pursuant to the Securities Purchase Agreement, Buyer acquired all of the outstanding equity securities of Yucatan for a purchase price of $17.5 million in cash, subject to certain post-closing adjustments at closing, including selling costs, net working capital and other adjustments amounting to $5.0 million The Company recognized a loss on the Yucatan Disposition of $20.7 million in the third quarter ended February 26, 2023. The loss on the Yucatan Disposition is recorded in loss from discontinued operations in the Consolidated Statements of Operations.

Sale of O Olive Oil and Vinegar Business

On April 6, 2023, the Company completed the sale of all of its Curation Foods’ assets related to the O Olive Oil and Vinegar Business (“O Olive Sale”) for an aggregate purchase price of $6.4 million, subject to certain customary post-closing adjustments, consisting of approximately $3.3 million in cash and $3.1 million seller’s note. The seller’s note matures on March 31, 2026, accrues interest at a rate of 12% payable in kind beginning on October 31, 2023 and is prepayable by the buyer at any time. Net proceeds from the transaction were used to repay borrowings under the Company’s credit facilities. The results of operations related to the O Olive Business is reported as discontinued operations. The Company recognized a loss on the O Olive Sale amounting to $0.3 million in the fourth quarter ended May 28, 2023 and is reported in loss from discontinued operations in the Consolidated Statements of Operations. On September 28, 2023, the Company received a $2.4 million cash payment toward the $3.1 million seller’s note.

Refinancing Transactions

On May 22, 2023, the Company entered into the Refinancing Transactions (defined below). See Liquidity and Capital Resources – Refinancing Transactions for further information.

Impairment Review of Long-lived and Indefinite-lived Assets

During the year ended May 28, 2023, the Company recorded impairment charges of $1.0 million related to Yucatan indefinite-lived intangible asset related to tradenames. In addition, during the year ended May 28, 2023, the Company recorded an impairment charge of $0.3 million related to O Olive’s indefinite-lived intangible asset for tradenames. The impairments were determined using the royalty savings method to estimate the fair value of its trademarks and was primarily a result of an indication of a decrease in the fair market value of the Yucatan and O Olive businesses driven by lower market valuations and a decrease in projected cash flows. The impairment charge is reported in loss from discontinued operations in the Consolidated Statements of Operations.

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Results of Operations

Year Ended May 29, 2023 Compared to May 29, 2022

Revenues and Gross Profit:

Lifecore generates revenues from the development and manufacture of HA products and providing contract development and aseptic manufacturing services to customers. Lifecore generates revenues from two integrated activities: (1) CDMO and (2) fermentation.

There are ~~many uncertainties regarding~~numerous factors that can influence gross profit including product mix, customer mix, manufacturing costs, volume, sales discounts, and charges for excess or obsolete inventory, to name a few. Many of these factors influence or are interrelated with other factors. The Company includes in cost of sales all of the ~~COVID-19 pandemic,~~following costs: raw materials (including packaging, syringes, fermentation and purification supplies), direct labor, overhead (including indirect labor, depreciation, and facility-related costs), and shipping and shipping-related costs.


(In thousands, except percentages)	Year Ended				Change
	May 28, 2023		May 29, 2022		Amount		%
			As Restated
Revenues	$	103,269	$	111,270	$	(8,001)	(7)%
Gross Profit	$	27,985	$	39,066	$	(11,081)	(28)%

The decrease in revenues for fiscal year 2023, compared to fiscal year 2022, was due to a $10.0 million decrease in CDMO sales primarily due to the timing of shipments and lower development revenue associated with a delay in onboarding new customers, partially offset by a $3.9 million increase in fermentation revenues due to increased demand. In addition, the year ended May 29, 2022 included $1.9 million in BreatheWay revenue that did not reoccur in fiscal year 2023.

The decrease in gross profit for fiscal year 2023 compared to fiscal year 2022 was due primarily to decreased revenue, as well as an unfavorable sales mix.

Operating Expenses:


(In thousands, except percentages)	Year Ended				Change
	May 28, 2023		May 29, 2022		Amount		%
			As Restated
Research and Development	$	8,736	$	7,839	$	897	11%
Selling, general and administrative	38,969		34,659		4,310		12%
Gain on sale of BreatheWay	(2,108)		—		(2,108)		100%
Restructuring costs	4,184		8,359		(4,175)		(50)%
Total Operating Expenses	$	49,781	$	50,857	$	(1,076)	(2)%

Research and Development (“R&D”)

R&D expenses consist primarily of product development and commercialization initiatives. R&D expenses are focused on new products and applications for HA-based and non-HA biomaterials.

The increase in R&D expenses for fiscal year 2023 compared to fiscal year 2022 was primarily due to higher salary and benefits expenses, including increased headcount.

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Selling, General and Administrative (“SG&A”)

SG&A expenses consist primarily of sales and marketing expenses associated with Lifecore’s product sales and services, business development expenses, and staff and administrative expenses.

The increase in SG&A expenses for fiscal year 2023 compared to fiscal year 2022 was due primarily to an increase in legal fees from compliance and other litigation matters.

Gain on sale of BreatheWay

On June 2, 2022, the Company and Curation Foods entered into and closed an Asset Purchase Agreement pursuant to which Curation Foods sold all of its assets related to BreatheWay packaging technology business in exchange for an aggregate purchase price of $3.1 million. Upon the sale, the Company recorded a gain of $2.1 million.

Restructuring Costs

During fiscal year 2020, the Company announced a restructuring plan to drive enhanced profitability, focus the business on its strategic assets and redesign the organization to be the appropriate size to compete and thrive. This included a reduction in force, a reduction in leased office spaces and the sale of non-strategic assets. The Company recorded $4.2 million and $8.4 million during the years ended May 28, 2023 and May 29, 2022, respectively, related to the restructuring plan. Restructuring costs for the year ended May 28, 2023 decreased $4.2 million compared to the prior year period due to decreased restructuring activity mainly as a result of the Eat Smart Disposition in fiscal year 2022. Refer to Note 12 - Restructuring Costs in the notes to our consolidated financial statements for more information.

Other Income (Expenses):


(In thousands, except percentages)	Year Ended				Change
	May 28, 2023		May 29, 2022		Amount		%
			As Restated

Interest Income	$	68	$	81	$	(13)	(16)%
Interest Expense	$	(17,649)	$	(15,551)	$	(2,098)	13%
Transition Services Income	$	349	$	5,814	$	(5,465)	(94)%
Loss on Debt Extinguishment	$	(23,741)	$	—	$	(23,741)	(100)%
Other (Expense) Income, net	$	(1,159)	$	760	$	(1,919)	N/M
Income Tax (Provision) Benefit	$	(308)	$	5,211	$	(5,519)	N/M

Interest Income

The decrease in interest income in fiscal year 2023 compared to fiscal year 2022 was not significant.

Interest Expense

The increase in interest expense during fiscal year 2023 compared to fiscal year 2022, was primarily a result of paid-in-kind interest on our long-term debt.

Transition Services Income

In fiscal year 2022 the Company earned $5.8 million of transition services income related to transition services provided to Taylor Farms related to the Eat Smart Disposition which was meant to defray costs incurred to provide the transition services which are reported within Selling, general and administrative costs. In fiscal year 2023, the Company earned $0.3 million of transition services income related to transition services provided to Flagship related to the Yucatan disposition and provided to Hazel Technologies related to the BreatheWay disposition.

Loss on Debt Extinguishment

The loss on debt extinguishment of $23.7 million in fiscal year 2023 was due to the New Term Loan Facility with Alcon entered into in May 2023, including the ~~scope~~$12.9 million prepayment fee to Goldman Sachs, the prior lender, write-off unamortized

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deferred financing fees related to the Prior Term Loan Credit Facility of $7.5 million and ~~health issues,~~third-party fees of $3.3 million. Refer to Note 6 - Debt for additional information. A similar charge did not occur in fiscal year 2022.

Other Income (Expense), net

The increase in other income (expense), net for fiscal year 2023 compared to the ~~anticipated duration~~fiscal year 2022 was primarily the result of the ~~pandemic,~~change in the fair value of our interest rate swap liability and monetary penalties related to violations of the Registration Right Agreement.

Income Tax (Provision) Benefit

The change in income tax benefit for fiscal year 2023 compared to fiscal year 2022 was primarily due to the Company’s increase in net loss before income taxes from continuing operations and the ~~extent~~Company’s effective tax rate for fiscal year 2023 changed from a tax provision benefit of ~~local~~25.19% to a tax provision expense of 0.48% in comparison to fiscal year 2022 after adjustment for discontinued operations. The decrease in the effective tax rate for fiscal year 2023 was primarily due to an increase in valuation allowance recorded against certain deferred tax assets, partially offset by the impact of federal and ~~worldwide social, political,~~state research and ~~economic disruption it~~development tax credits.

Year Ended May 29, 2022 Compared to May 30, 2021, as restated

Revenues and Gross Profit:


(In thousands, except percentages)	Year Ended				Change
	May 29, 2022		May 30, 2021		Amount		%
	As Restated		As Restated
Revenues	$	111,270	$	100,874	$	10,396	10%
Gross Profit	$	39,066	$	38,937	$	129	—%

The increase in revenues for fiscal year 2022, compared to fiscal year 2021, was due to an $10.6 million increase in CDMO revenues from an increase in development services activities resulting in higher sales to new and existing customers and an increase in aseptic commercial shipments, resulting from increased demand from existing customers, as well as a $0.2 million increase in fermentation sales due to higher sales to existing customers.

The increase in gross profit for fiscal year 2022 compared to fiscal year 2021 was primarily due to an 10% increase in revenues, as well as a favorable product mix change in fiscal year 2022, partially offset by a $3.5 million provision to reduce inventories to their net realizable value in fiscal year 2022.

Operating Expenses:


(In thousands, except percentages)	Year Ended				Change
	May 29, 2022		May 30, 2021		Amount		%
	As Restated		As Restated
Research and Development	$	7,839	$	6,684	$	1,155	17%
Selling, general and administrative	34,659		27,721		6,938		25%

Restructuring costs	8,359		13,355		(4,996)		(37)%
Total Operating Expenses	$	50,857	$	47,760	$	3,097	6%

Research and Development (“R&D”)

The increase in R&D expenses for fiscal year 2022 compared to fiscal year 2021 was primarily due to higher salary and benefits expenses, including increased headcount.

Selling, General and Administrative (“SG&A”)

The increase in SG&A expenses for fiscal year 2022 compared to fiscal year 2021 was primarily due to transition services provided to Taylor Farms related to the Eat Smart Disposition which was meant to defray costs incurred to provide the

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transition services along with increased salary and benefit expenses, including increased headcount, as well as increased legal and other professional expenses. The Company earned $5.8 million of transition services income mostly off-setting the transition services expenses which was reported within Other (Expense) Income, net.

Restructuring Costs

Restructuring costs for the year ended May 29, 2022 decreased $5.0 million compared to the prior year period due to increased restructuring activity to prepare the Company for the transition to Lifecore. Refer to Note 12 - Restructuring Costs in the notes to our consolidated financial statements for more information.

Other Income (Expenses):


(In thousands, except percentages)	Year Ended				Change
	May 29, 2022		May 30, 2021		Amount		%
	As Restated		As Restated

Interest Income	$	81	$	48	$	33	69%
Interest Expense	$	(15,551)	$	(8,933)	$	(6,618)	74%
Transition Services Income	$	5,814	$	—	$	5,814	100%
Loss on Debt Extinguishment	$	—	$	(1,110)	$	1,110	(100)%
Other (Expense) Income, net	$	760	$	(10,969)	$	11,729	(107)%
Income Tax (Provision) Benefit	$	5,211	$	6,350	$	(1,139)	(18)%

Interest Income

The increase in interest income in fiscal year 2022 compared to fiscal year 2021 was not significant.

Interest Expense

The increase in interest expense during fiscal year 2022 compared to fiscal year 2021, was primarily a result of interest and prepayment penalties incurred related to payments made on our term debt resulting from the sale of our investment in Windset, combined with higher interest rates and an increase in deferred financing costs incurred as a result of our debt refinancing in December 2020.

Transition Services Income

Loss on Debt Extinguishment

The loss on debt extinguishment of $1.1 million in fiscal year 2021 was due to write-off of unamortized debt issuance costs in connection with the Company refinancing its debt in December 2020.

Other Income (Expense), net

The increase in other income (expense), net for fiscal year 2022 compared to the fiscal year 2021 was primarily the result of the change in the fair value of our interest rate swap liability.

Income Tax (Provision) Benefit

The change in income tax benefit for fiscal year 2022 compared to fiscal year 2021 was primarily due to the Company’s increase in net loss before income taxes from continuing operations and the Company’s effective tax rate for fiscal year 2022 changed from a tax provision benefit of 21.32% to a tax provision benefit of 25.19% in comparison to fiscal year 2021 after adjustment for discontinued operations. The increase in the income tax benefit for fiscal year 2022 was primarily due to significant decrease in the Company’s loss before tax from continuing operations, and the decrease in change in valuation allowance which offsets the impairment of Yucatan goodwill.

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Non-GAAP Financial Information and Reconciliations

EBITDA and Consolidated adjusted EBITDA are non-GAAP financial measures. We define EBITDA as earnings before interest, income tax expense (benefit), and depreciation and amortization. We define Consolidated adjusted EBITDA as EBITDA before certain restructuring and other non-recurring charges. Management believes these non-GAAP financial measures provide useful additional information to investors about trends in the Company’s operations and are useful for period-over-period comparisons. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures. In addition, these non-GAAP financial measures may ~~cause.~~ not be the same as similar measures provided by other companies due to the potential differences in methods of calculation and items being excluded/included. These non-GAAP financial measures should be read in conjunction with the Company’s consolidated financial statements presented in accordance with GAAP.

The ~~COVID-19 pandemic has had~~table below includes reconciliations of these non-GAAP financial measures to their respective most directly comparable financial measures calculated in accordance with GAAP.


(In thousands, except percentages)	Year Ended
	May 28, 2023		May 29, 2022		May 30, 2021

Net loss	$	(99,563)	$	(116,715)	$	(32,294)
Interest expense, net of interest income	17,581		15,470		8,885
Income tax provision (benefit)	308		(5,211)		(6,350)
Depreciation and amortization	10,315		7,136		5,349
Total EBITDA	$	(71,359)	$	(99,320)	$	(24,410)
Restructuring and other non-recurring charges (1)	19,529		15,885		29,643
Loss on debt extinguishment	23,741		—		1,110
Loss from discontinued operations, net of tax (2)	35,327		101,239		8,857
Total adjusted EBITDA - Consolidated	$	7,238	$	17,804	$	15,200

(1)During fiscal year 2020, the Company announced a restructuring plan to drive enhanced profitability, focus the business on its strategic assets, and ~~we believe will continue~~redesign the organization to ~~have significant adverse impacts on many aspects~~be the appropriate size to compete and thrive. This included a reduction-in-force, a reduction in leased office spaces, and the sale of non-strategic assets. Related to these continued activities:

(a)In fiscal year 2023, the Company incurred (i) $6.5 million of restructuring and non-recurring charges, primarily related to legal costs, audit fees and transition costs from the Company’s corporate headquarters relocation and the Company’s transition to Lifecore Biomedical, (ii) $6.4 million in restructuring costs associated with financial advisor and legal fees related to management of the prior term loan lenders, (iii) $5.8 million non-recurring charges primarily related to consolidating and optimizing operations associated with Project SWIFT, and (iv) $0.8 million in non-recurring charges primary related to one-time expenses incurred in the Lifecore production process.

(b)In fiscal year 2022, the Company incurred (i) $13.0 million of restructuring costs primarily related to consolidating and transitioning operations associated with Project SWIFT, (ii) $1.5 million in non-recurring charges primarily related to audit fees and transition costs from the Company’s corporate headquarters relocation and the Company’s transition to Lifecore Biomedical, and (iii) $1.4 million in non-recurring costs associated with financial advisor and legal fees related to litigation expenses.

(c)In fiscal year 2021, the Company incurred (i) $11.8 million of restructuring costs as a result of the change in the fair market value of the Company’s investment in Windset, (ii) $8.8 million impairment loss as a result of closure manufacturing operations ~~directly~~in Hanover, Pennsylvania, (iii) $8.4 million in restructuring costs primarily related to consolidating and ~~indirectly,~~optimizing operations associated with Project SWIFT, (iv) $3.4 million of non-recurring charges primarily related to consolidating and transitioning operations associated with the Curation Foods business, and partially offset by (v) $2.8 million sale of the salad dressing plant in Ontario, California.

(2)We adjust the remaining Adjusted EBITDA of segments we exited during 2023 to present the adjusted EBITDA of the Lifecore business, the operating business of the Company going forward.

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Liquidity and Capital Resources

As of May 28, 2023, the Company had cash and cash equivalents of $19.1 million, a net increase of $18.1 million from $1.0 million at May 29, 2022. The Company believes that its cash from operations, along with existing cash and cash equivalents and availability under its line of credit will be sufficient to finance its operational and capital requirements for at least the next twelve months.

The Company’s future capital requirements will depend on numerous factors, including the progress of its research and development programs; the continued development of marketing, sales and distribution capabilities; the ability of the Company to establish and maintain new licensing arrangements; the costs associated with employment-related claims; any decision to pursue additional acquisition opportunities; the timing and amount, if any, of payments received under licensing and research and development agreements; the costs involved in preparing, filing, prosecuting, defending, and enforcing intellectual property rights; the ability to comply with regulatory requirements; the emergence of competitive technology and market forces; the effectiveness of product commercialization activities and arrangements; and other factors. If the Company’s currently available funds, together with the internally generated cash flow from operations are not sufficient to satisfy its capital needs, the Company would be required to seek additional funding through other arrangements with collaborative partners, additional bank borrowings and public or private sales of its securities. There can be no assurance that additional funds, if required, will be available to the Company on favorable terms, if at all.

Cash Flows from Operating Activities

Net cash used in operating activities during fiscal year 2023 was $17.4 million compared to $22.6 million, as restated, of net cash used during fiscal year 2022 and $16.5 million, as restated, of net cash provided during fiscal year 2021.

The primary uses of net cash in operating activities during fiscal year 2023 were (1) a $99.6 million net loss and (2) a $1.8 million net gain on the sales of BreatheWay and O Olive. These uses of cash were partially offset by (1) a $20.0 million net decrease in working capital, (2) $0.6 million non-cash restructuring and impairment of assets charges, (3) $16.9 million of depreciation/amortization and stock-based compensation expense, (4) $20.7 million loss on sale of Yucatan and (5) $23.7 million loss on early debt extinguishment.

The primary factors for the decrease in working capital during the fiscal year ended 2023, was a $10.8 million decrease in accounts receivable driven by sales decreases and timing of customer payments, and an increase in accounts payable of $16.0 million related to the increase in Lifecore inventory and timing of payments. These were partially offset by a decrease of $14.8 million in inventory driven by the increase in total inventory of Lifecore, which is in alignment with our expectations for production season, and a $4.5 million net decrease in accrued compensation driven by severance accruals.

The primary uses of net cash in operating activities during fiscal year 2022 were (1) a $116.7 million net loss, (2) an $3.1 million net increase in working capital, and (3) a $6.8 million reduction in deferred taxes. These uses of cash were partially offset by (1) $78.1 million impairment of goodwill and long-lived and indefinite-lived assets, (2) $20.7 million of depreciation/amortization and stock-based compensation expense, and (3) $5.5 million Loss on sale of Eat Smart and loss on disposal of property and equipment related to restructuring, net.

The primary factors for the increase in working capital during the fiscal year ended 2022, was a $6.1 million increase in accounts receivable driven by sales increases and timing of customer payments, an increase of $2.2 million in inventory to support the sales growth at Lifecore, and a decrease of $2.5 million in accrued compensation driven by severance accruals. These changes were offset by a $9.3 million increase in accounts payable related to the increase in Lifecore inventory and timing of payments.

The primary sources of net cash provided by operating activities during fiscal year 2021 were (1) a $9.8 million decrease in working capital, (2) $23.2 million of depreciation/amortization and stock-based compensation expense, (3) $11.5 million change in the fair value of investment in non-public company, (4) $10.1 million of loss on disposal of property and equipment, related to restructuring, (5) $1.1 million of loss on early debt extinguishment, and (6) $0.9 million provision for expected credit losses. These sources were partially offset by (1) a $32.3 million net loss and (2) $7.9 million of change in deferred taxes.

The primary factors for the decrease in working capital during fiscal year 2021 were (1) a $8.3 million decrease in prepaid expenses and other current assets primarily due to the Company’s receipt of income tax refunds related to fiscal year 2020’s net loss from continuing operations before taxes and carrybacks of net operating losses related to the CARES Act, (2) a $5.8 million decrease in accounts receivable driven by a decrease in Curation Foods’ revenues in the fourth quarter of fiscal year 2021 compared to fiscal year 2020 coupled with timing of customer payments, and (3) a $3.3 million increase in accrued compensation primarily related to the amount and timing of bonus payments and deferred payroll taxes under the CARES Act.

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These decreases in working capital during 2021 were partially offset by (1) a $6.0 million decrease in accounts payable primarily due to the timing of cash payments and (2) a $2.8 million increase in inventory primarily to support the planned sales growth at Lifecore.

Cash Flows from Investing Activities

Net cash used in investing activities during fiscal year 2023 was $4.8 million, primarily due to the receipt of $11.8 million, $3.1 million and $1.7 million related to the Yucatan Disposition, BreatheWay Disposition and O Olive Sale, respectively, offset by the purchase of $21.5 million of equipment to support the growth of the Company’s Lifecore business.

Net cash provided by investing activities for fiscal year 2022 was $80.0 million, as restated, primarily including the receipt of $73.5 million related to the Eat Smart Disposition (partially offset by a $9.8 million working capital adjustment and cash expenses related to the Eat Smart Disposition), $45.1 million related to the sale of the Company’s investment in Windset, and $1.1 million of proceeds from the sale of property and equipment. These increases were partially offset by the purchase of $29.9 million of equipment to support the growth of the Company’s Lifecore businesses.

Net cash used in investing activities for fiscal year 2021 was $12.3 million, as restated, primarily including the purchase of $25.2 million of equipment to support the growth of the Company’s Lifecore and Curation Foods businesses, partially offset by the receipt of $12.9 million primarily related to the sale of Curation Foods’ factories in Hanover, Pennsylvania and Ontario, California.

Cash Flows from Financing Activities

Net cash provided by financing activities during fiscal year 2023 was $39.7 million, primarily due to (1) $150.0 million proceeds from long-term debt, (2) $38.1 million proceeds from sale of preferred stock and (3) $4.8 million proceeds from sale of Common Stock, partially offset by (1) $123.7 million of payments on long-term debt, (2) $23.2 million net draw down on the Company’s line of credit and (3) $6.1 million of payments for debt issuance costs.

Net cash used in financing activities during fiscal year 2022 was $57.0 million, as restated, primarily due to (1) $86.4 million of debt pay downs under the Company’s term loan, partially offset by (1) a $20.0 million draw on the term loan multi draw accordion feature to fund Lifecore capital expenditures, and (2) an $11.0 million net draw down on the Company’s line of credit.

Net cash used in investing activities for fiscal year 2021 was $3.4 million, as restated, primarily due to (1) $48.4 million net pay down on the Company’s revolving line of credit and (2) $10.5 million of debt issuance costs incurred to refinance the Company's term loan and revolving line of credit, partially offset by $55.9 million of net cash received from the increase in the Company’s refinanced term loan.

Capital Expenditures

The Company incurred $21.5 million of capital expenditures during fiscal year 2023, which was primarily represented by facility expansions and purchased equipment to support the growth of the Lifecore business. As restated, capital expenditures incurred during fiscal years 2022 and 2021 were $29.9 million and $25.2 million, respectively, primarily represented by continued facility modifications and expansions and equipment purchases intended to increase production capacity to support the growth and increased production efficiency of the Lifecore and Curation Foods businesses.

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Contractual Obligations

The Company’s material contractual obligations for the next five years mainly relate to its debt obligations.

Debt

On December 31, 2020, the Company refinanced its previously existing term loan and revolving credit facility by entering into (i) a credit agreement with Goldman Sachs Specialty Lending Group, L.P. (“Goldman”) and Guggenheim Credit Services, LLC (“Guggenheim”), as lenders, which provided the Company, Curation Foods and Lifecore, as co-borrowers, with term loan borrowings of up to $170.0 million (the “Prior Term Loan Facility”), and (ii) a credit agreement with BMO Harris Bank, N.A. (“BMO”) as lender, which provided the Company, Curation Foods and Lifecore, as co-borrowers, with an up to $75.0 million revolving line of credit (the “Revolving Credit Facility” and, together with Prior Term Loan Facility, the “Credit Facilities”). The Revolving Credit Facility is, and the Prior Term Loan Facility was, guaranteed, and secured by, substantially all of the Company’s and the Company’s direct and indirect subsidiaries’ assets.

In April 2022, the Company amended the Credit Facilities to make available an additional $20.0 million of term debt that had been previously repaid. In connection with this amendment, the Company incurred debt issuance costs from the lender of $0.7 million.

On January 9, 2023, the Company entered into further amendments to the Credit Facilities to, among other things, provide for the limited waiver from events of default under the Credit Facilities related to certain financial covenant requirements, as well as a waiver of certain existing terms and covenants under the Prior Term Loan Facility, including with respect to ~~sales, customer behaviors, business~~the fixed coverage charge ratio, leverage ratio and ~~manufacturing operations, inventory,~~minimum liquidity covenants,2% increase of annual interest rate, which was payable in kind, and a one-time amendment fee in an amount equal to 3% of the principal amount as of January 9, 2023. This amendment also reduced the maximum commitment under the Revolving Credit Facility from $75.0 million to $60.0 million, which was further reduced to $40.0 million upon the sale of Yucatan.

The Prior Term Loan Facility would have matured on December 31, 2025, but was refinanced in full on May 22, 2023 with the New Term Loan Credit Facility with Alcon described below. The Revolving Term Facility matures on December 31, 2025.

Interest on the Revolving Credit Facility is based upon the Company’s ~~employees,~~average availability, at a per annum rate of either (i) SOFR rate plus a spread of between 2.00% and 2.50% or (ii) base rate plus a spread of between 1.00% and 1.50%, plus a commitment fee, as applicable, of 0.375% and plus (iii) for the period from December 1, 2022 until January 31, 2023, additional 2% per annum. Interest on the Prior Term Loan Facility was at a per annum rate based on either (i) the base rate plus a spread of 7.50% or (ii) the SOFR rate plus a spread of 8.50%. The Prior Term Loan Credit Facility also provided that in the event of a prepayment of any amount other than the scheduled installments within twelve months after the closing date, a penalty will be assessed equal to the aggregate amount of interest that would have otherwise been payable from date of prepayment event until twelve months after the closing date plus 3% of the amount prepaid.

The Revolving Credit Facility contains, and the ~~market generally,~~Prior Term Loan Facility contained, customary financial covenants and events of default under which the obligations thereunder could be accelerated and/or the interest rate increased in specified circumstances.

In connection with the January 2023 amendments to the Credit Facilities, the Company incurred debt issuance costs from the lender and third parties of $4.2 million (comprised of $1.1 million in cash and $3.1 million paid-in-kind) and $62.5 thousand, respectively, during the year ended May 28, 2023.

Refinancing Transactions

New Term Loan Credit Facility

On May 22, 2023, the Company, Curation and Lifecore Biomedical (together with the Company and Curation, the “Borrowers”), certain of the Company’s other subsidiaries, as guarantors, and Alcon Research, LLC (“Alcon”), as administrative agent, collateral agent and lender, entered into that certain Credit and Guaranty Agreement (the “New Term Loan Credit Facility”). Alcon is a significant customer of the Company. The New Term Loan Credit Facility refinanced in full all obligations of the Borrowers and their subsidiaries under the Prior Term Loan Credit Facility, which was terminated upon the entry into the New Term Loan Credit Facility and all noncompliance with debt covenants was thereby cured.

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The New Term Loan Credit Facility provides for up to $142.3 million in term loans, subject to certain adjustments based on the post-closing adjustments to the Purchase Price (as defined in the Equipment Sale and Leaseback Agreement, defined below), which were funded in full on May 22, 2023. The obligations under the New Term Loan Credit Facility mature on May 22, 2029. The New Term Loan Credit Facility is secured by the same collateral that secures the Revolving Credit Facility, with relative priorities in respect thereof, as set forth in the Intercreditor Agreement (as defined below).

The loans under the New Term Loan Credit Facility have a fixed interest rate equal to 10% per annum. Interest is payable-in-kind until the third anniversary of the closing date and following the third anniversary of the closing date is payable at a rate equal to 3% per annum in cash with the remainder payable-in-kind, in each case, unless otherwise elected by the Borrowers to pay a greater proportion in cash. The New Term Loan Credit Facility contains customary affirmative covenants including, but not limited to, financial reporting requirements and maintenance of existence requirements and negative covenants, including, but not limited to, limitations on the incurrence of debt, liens, investments, restricted payments, restricted debt payments, and affiliate transactions. The New Term Loan Credit Facility contains one financial covenant, a minimum liquidity covenant, requiring $4.0 million of Consolidated Liquidity (as defined in the New Term Loan Credit Facility) as of the end of each fiscal quarter of the Company.

Pledge and Security Agreement

Also on May 22, 2023, the Borrowers and certain of the Company’s other subsidiaries, as grantors (collectively, the “Grantors”), entered into that certain Pledge and Security Agreement (the “Term Loan Security Agreement”), dated as of May 22, 2023, with Alcon, as collateral agent. Pursuant to the Term Loan Security Agreement, the Grantors secured their obligations under the New Term Loan Credit Facility by granting to Alcon, as collateral agent, a first priority security interest in certain collateral, including but not limited to equipment, fixtures, real property and intellectual property. The security interest granted by the Grantors under the Term Loan Security Agreement continues in effect until the payment in full of all of the secured obligations under the New Term Loan Credit Facility.

Amendment to Revolving Credit Facility

On May 22, 2023, the Borrowers and certain of the Company’s other subsidiaries, as guarantors, entered into a Limited Waiver, Consent and Fifth Amendment (the “Revolving Loan Amendment”) to the Revolving Credit Facility.

The Revolving Loan Amendment provides for, among other things, (i) a waiver of all known existing defaults under the Revolving Credit Agreement as of the date of the Revolving Loan Amendment, (ii) the reduction of the maximum amount available under the Revolving Credit Agreement to up to the lesser of (x) $40.0 million, less a reserve for certain secured credit products, if any, and (y) the borrowing base (which, pursuant to the Revolving Loan Amendment, was modified to include a further reduction of the borrowing base by an additional $4.0 million), (iii) the modification of the springing minimum fixed charge coverage ratio of 1.00 to 1.00, with such covenant not tested until the fiscal quarter ending on or about February 28, 2024 and, on or thereafter, upon the earlier of the occurrence of an Event of Default or availability being less than the greater of 10% of the maximum borrowing amount and $4.0 million,, (iv) cash dominion at all times the Revolving Credit Facility remains outstanding, and (v) certain other revisions to align with the terms of the New Term Loan Credit Facility and address the relative priorities and credit for borrowings related to the Company’s commercial relationships with Alcon.

In connection with the entry into the Revolving Loan Amendment, the Company also agreed to pay to BMO an amendment fee of $1.2 million, $0.8 million of which is paid concurrently with the Company’s entry into the Revolving Loan Amendment. The remaining $0.4 million obligation is payable at the earlier of (i) repayment in full of the Company’s obligations, and termination of all commitments, under the Revolving Credit Facility and (ii) the occurrence of a Change of Control (as defined in the Revolving Credit Facility). The Company will accrete the remaining amendment fee over the life of the credit facility. In connection with the entry into the Revolving Loan Amendment, the Company recorded $1.2 million of debt origination costs.

BMO and Alcon also entered into an intercreditor agreement regarding their relative rights, as lenders, in the assets of the Company and its subsidiaries that serve as collateral for their respective credit facilities (the “Intercreditor Agreement”).

Equipment Sale and Leaseback Agreements

On May 22, 2023, the Company entered into that certain Equipment Sale and Leaseback Agreement (the “Equipment Sale and Leaseback Agreement”), dated May 22, 2023, with Alcon, wherein the Company sold $10.0 million (subject to certain post-closing adjustments) (the “Purchase Price”) of certain equipment, machinery, and other property associated with the production of sodium hyaluronate (the “Equipment”) to Alcon. The Equipment Sale Leaseback Agreement contains an option for the Company to repurchase the Equipment upon the earlier of (i) seven (7) years and (ii) the expansion of the Company’s existing

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production capacity with respect to sodium hyaluronate, for a purchase price equal to the Purchase Price, less the aggregate of all Paydown Payments (as defined in the Equipment Lease Agreement).

Concurrently with the entry into the Equipment Sale and Leaseback Agreement, the Company entered into that certain Equipment Lease Agreement (the “Equipment Lease Agreement” and, together with the Equipment Sale Leaseback Agreement, the New Term Loan Credit Facility, the Term Loan Security Agreement, and the ~~scope~~Revolving Loan Amendment, collectively, the “Refinancing Transactions”), dated May 22, 2023, with Alcon, wherein Alcon leased the Equipment back to the Company. The Equipment Lease Agreement expires upon the earlier of (i) May 22, 2033, and ~~nature of these impacts continue~~(ii) the date that the Equipment is repurchased by the Company pursuant to ~~evolve each day. The Company expects to continue to assess~~ the ~~evolving impact~~terms of the ~~COVID-19 pandemic,~~Equipment Lease Agreement. Upon the expiration of the Equipment Lease Agreement on May 22, 2033, the Company shall automatically repurchase the Equipment for $1.00 (if not previously repurchased pursuant to the option under the Equipment Sale and ~~intends to continue~~Leaseback Agreement).

During the lease term, the Company is obligated to make ~~adjustments~~quarterly rental payments to Alcon equal to (i) 1/40th of the Purchase Price (the “Paydown Payments”), plus (ii) 1.5% times the Purchase Price less cumulative Paydown Payments made.

The Equipment Lease Agreement contains terms and provisions (including representations, covenants and conditions) that are generally customary for a commercial lease of this nature, including obligations relating to the use, operation and maintenance of the Equipment. During the term of the lease, Alcon is not permitted to sell or encumber the Equipment. Alcon is only entitled to cancel the Equipment Lease Agreement in the event of insolvency, liquidation or bankruptcy, and its ~~responses accordingly.~~remedies for other breaches of the Equipment Lease Agreement are otherwise limited to monetary damages.

Purchase Commitments

Subsequent to the sale of Yucatan and O Olive during fiscal year 2023, the Company no longer has future purchase commitments.

Critical Accounting Policies and Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make certain estimates and judgments that affect the amounts reported in the financial statements and accompanying notes to the Consolidated Financial Statements. The accounting estimates that require management’s most significant and subjective judgments include revenue recognition; loss contingencies, sales returns and credit losses; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived assets (including intangible ~~assets)~~assets and goodwill) and inventory; ~~the valuation of investments;~~ the valuation and recognition of stock-based ~~compensation;~~compensation and the valuation ~~and recognition~~ of ~~contingent liabilities.~~debt derivatives liability.

These estimates involve the consideration of complex factors and require management to make judgments. The analysis of historical and future trends can require extended periods of time to resolve, and are subject to change from period to period. The actual results may differ from management’s estimates. Our accounting policies are more fully described in ~~“Note~~Note 1 – Organization, Basis of Presentation, and Summary of Significant Accounting ~~Policies”~~Policies to our consolidated financial statements. Management has discussed the development and selection of these critical accounting policies and estimates with our Board of Directors.

Revenue Recognition

The Company follows the five step, principles-based model to recognize revenue upon the transfer of promised goods or services to customers and in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. Revenue, net of estimated allowances and returns, is recognized when or as the Company satisfies its performance obligations under a contract and control of the product is transferred to the customer.

~~Curation Foods~~

Curation Foods’ standard terms of sale are generally included in its contracts and purchase orders. Revenue is recognized at the time shipment is made or upon delivery as control of the product is transferred to the customer. Shipping and other transportation costs charged to customers are recorded in both revenue and cost of goods sold. Curation Foods has elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. Curation Foods’ standard payment terms with its customers generally range from 30 days to 90 days. Certain customers may receive cash-based incentives (including volume rebates, discounts, and promotions), which are accounted for as variable consideration to Curation Foods’ performance obligations. Curation Foods estimates these sales incentives based on the expected amount to be provided to its customers and reduces revenue recognized towards its performance obligations. The Company has not historically had and does not anticipate significant changes in its estimates for variable consideration.

~~Lifecore~~

Lifecore generates revenue from two integrated activities: CDMO and ~~fermentation.~~Fermentation. CDMO is comprised of aseptic and development services. Lifecore’s standard terms of sale are generally included in its contracts and purchase orders. Shipping and other transportation costs charged to customers are recorded in both revenue and cost of goods sold. Lifecore has elected to account for shipping and handling as fulfillment activities, and not as a separate performance obligation. Lifecore’s standard payment terms with its customers generally range from 30 days to 60 days.

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Aseptic

Lifecore provides aseptic formulation and filling of syringes and vials with precisely formulated medical grade HA and non-HA materials for injectable products used for medical purposes. In instances where our customers contract with us to aseptically fill syringes or vials with our HA, the goods are not distinct in the context of the contract. Lifecore recognizes revenue for these products at the point in time when legal title to the product is transferred to the customer, which is at the time that shipment is made or upon delivery of the product.

Development Services

Lifecore provides product development services to assist its customers in obtaining regulatory approval for the commercial sale of their drug product. These services include activities such as technology development, material component changes, analytical method development, formulation development, pilot studies, stability studies, process validation and production of materials for use within clinical studies. The Company’s customers benefit from the expertise of its scientists who have extensive experience performing such tasks.

Each of the promised goods and services are not distinct in the context of the contract as the goods and services are highly interdependent and interrelated. The services described above are significantly affected by each other because Lifecore would not be able to fulfill its promise by transferring each of the goods or services independently.

Revenues generated from development services arrangements are recognized over time as Lifecore is creating an asset without an alternate use as it is unique to the customer. Furthermore, the Company has an enforceable right to payment for the performance completed to date for its costs incurred in satisfying the performance obligation plus a reasonable profit margin. For each of the development activities performed by Lifecore as described above, labor is the primary input (i.e., labor costs represent the majority of the costs incurred in the completion of the services). The Company determined that labor hours are the best measure of progress as it most accurately depicts the effort extended to satisfy the performance obligation over ~~time.~~time and therefore recognizes development services revenue over time based on the proportion of labor hours incurred compared to total estimated hours for an individual arrangement.

Fermentation

Lifecore manufactures and sells ~~pharmaceutical-grade sodium hyaluronate (“HA”)~~HA in bulk form to its customers. The HA produced is distinct as customers are able to utilize the product provided under HA supply contracts when they obtain control. Lifecore recognizes revenue for these products at the point in time when legal title to the product is transferred to the customer, which is at the time that shipment is made or upon delivery of the product to our customer.

During the fourth fiscal quarter, we entered into a bill-and-hold arrangement with a customer under which $3.2 million of product sales were recognized in the year ended May 28, 2023. Revenue for bill-and-hold arrangements is recognized when control transfers to the customer, even though the customer does not have physical possession of the goods. Control transfers when the bill-and-hold arrangement has been determined to have substantive reason, the product is identified as belonging to the customer, the product is ready for physical transfer to the customer and the product cannot be used or directed to another customer.

Impairment Review of Goodwill and Indefinite-Lived Intangible Asset

The Company tests its goodwill and trademarks with indefinite lives annually for impairment in the fiscal fourth quarter or earlier if there are indications during a different interim period that these assets may have become impaired.

On a quarterly basis, the Company considers the need to update its most recent annual tests for possible impairment of its indefinite-lived intangible assets and goodwill, based on management’s assessment of changes in its business and other economic factors since the most recent annual evaluation. Such changes, if significant or material, could indicate a need to update the most recent annual tests for impairment of the indefinite-lived intangible assets during the current period. The results of these tests could lead to write-downs of the carrying values of these assets in the current period.

With respect to goodwill, the Company has the option to first assess qualitative factors such as macro-economic conditions, industry and market environment, cost factors, overall financial performance of the Company, cash flow from operating activities, market capitalization, litigation, and stock price. If the result of a qualitative test indicates a potential for impairment of a reporting unit, a quantitative test is performed. The quantitative test compares the carrying amount of a reporting unit that includes goodwill to its fair value. The Company determines the fair value using ~~both~~ an income ~~approach and a market~~ approach. Under the income

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approach, fair value is determined based on estimated future cash flows, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of the Company and the rate of return an outside investor could expect to earn. ~~Under the market-based approach, information regarding the Company is utilized along with publicly available industry information to determine earnings multiples that are used to value the Company.~~ A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit.

To determine the fair value of a reporting unit as part of its quantitative test, the Company uses a discounted cash flow ~~("DCF"~~(“DCF”) method under the income approach, as it believes that this approach is the most reliable indicator of the fair value of its

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businesses and the fair value of their future earnings and cash flows. Under this approach, which requires significant judgments, the Company estimates the future cash flows of each reporting unit and discounts these cash flows at a rate of return that reflects their relative risk. The cash flows used in the DCF method are consistent with those the Company uses in its internal planning, which gives consideration to actual business trends experienced, and the broader business strategy for the long term. The other key estimates and factors used in the DCF method include, but are not limited to, future volumes, net sales and expense growth rates, ~~and~~ gross margin and gross margin growth ~~rates.~~rates, and the discount rate applied. Changes in such estimates or the application of alternative assumptions could produce different results.

For trademarks and other intangible assets with indefinite lives, the Company ~~performs a quantitative~~has the option to first assess qualitative factors such as macro-economic conditions, industry and market environment, cost factors, overall financial performance of the Company, litigation, and changes in the business in its annual, qualitative analysis to test for impairment. ~~When~~If the results of a qualitative test indicate a potential for impairment of an intangible asset with an indefinite life, a quantitative test is ~~performed,~~performed. The quantitative test compares the estimated fair value of an asset ~~is compared~~ to its carrying amount. If the carrying amount of such asset exceeds its estimated fair value, an impairment charge is recorded for the difference between the carrying amount and the estimated fair value. The Company uses the income approach to estimate the fair value of its trademarks. This approach requires significant judgments in determining the royalty rates and the assets’ estimated cash flows as well as the appropriate discount rates applied to those cash flows to determine fair value. Changes in such estimates or the use of alternative assumptions could produce different results.

During fiscal year 2020, the Company recorded an impairment charge of $1.1 million and $3.5 million related to its O and Yucatan Foods trademarks, respectively. The Company also recorded an impairment charge of $5.2 million and $2.7 million related to its O and Yucatan Foods goodwill, respectively. The O impairment charges were primarily a result of the recently updated (lowered) financial outlook for the O reporting unit, related to a recent shift in strategic focus within the Curation Foods business segment. The Yucatan Foods' impairment charges were primarily a result of an increase in the Yucatan Foods carrying value and an in increase in the discount rate, as a result of uncertainty in forecasting the effects of COVID-19 and general economic uncertainties. These impairment charges are included in the line item “impairment of goodwill and intangible assets” on the Consolidated Statements of Operations, and both are in the Curation Foods business segment. There was no impairment charge during fiscal year 2021.

Income Taxes

The Company accounts for income taxes in accordance with accounting guidance which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. The Company maintains valuation allowances when it is likely that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the Company’s income tax provision in the period of change. In determining whether a valuation allowance is warranted, the Company takes into account such factors as prior earnings history, expected future earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of a deferred tax asset, carryback and carryforward periods and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset.

In addition to valuation allowances, the Company establishes accruals for uncertain tax positions. The tax-contingency accruals are adjusted in light of changing facts and circumstances, such as the progress of tax audits, case law and emerging legislation. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. The Company’s effective tax rate includes the impact of tax-contingency accruals as considered appropriate by management.

A number of years may elapse before a particular matter, for which the Company has accrued, is audited and finally resolved. The number of years with open tax audits varies by jurisdiction. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company believes its tax-contingency accruals are adequate to address known tax contingencies. Favorable resolution of such matters could be recognized as a reduction to the Company’s effective tax rate in the year of resolution. Unfavorable settlement of any particular issue could increase the ~~Company's~~Company’s effective tax rate in the year of resolution. Any resolution of a tax issue may require the use of cash in the year of resolution. The Company’s tax-contingency accruals are recorded in Other accrued liabilities in the accompanying Consolidated Balance Sheets.

~~Recent Accounting Pronouncements~~

Refer to Note 1 - Organization, Basis of Presentation, and Summary of Significant Accounting Policies in the notes to our consolidated financial statements for a description of recent accounting pronouncements and our expectation of their impact, if any, on our results of operations and financial condition.

~~Table of~~ ~~Conten~~ts

~~Results of Operations~~

~~Revenues~~:

Curation Foods revenues consist of revenues generated from (1) the sale of specialty packaged fresh-cut and whole processed vegetable products and salads that are washed and packaged in most cases in the Company’s proprietary BreatheWay packaging and sold primarily under the Eat Smart brand and various private labels, (2) O olive oils and wine vinegars, and (3) Yucatan and Cabo Fresh branded guacamole and avocado products. In addition, the Curation Foods reportable business segment includes the revenues generated from the sale of BreatheWay packaging to license partners.

Lifecore generates revenues from the development and manufacture of pharmaceutical-grade sodium hyaluronate (“HA”) products and providing contract development and aseptic manufacturing services to customers. Lifecore generates revenues from two integrated activities: (1) CDMO and (2) fermentation.

(In thousands, except percentages) Year Ended Change Year Ended Change
May 30, 2021 May 31, 2020 Amount % May 31, 2020 May 26, 2019 Amount %
Curation Foods $ 446,074 $ 504,533 $ (58,459) (12)% $ 504,533 $ 481,686 $ 22,847 5%
Lifecore 98,087 85,833 12,254 14% 85,833 75,873 9,960 13%
Total Revenues $ 544,161 $ 590,366 $ (46,205) (8)% $ 590,366 $ 557,559 $ 32,807 6%

~~Curation Foods~~

The decrease in Curation Foods’ revenues for fiscal year 2021 compared to fiscal year 2020 was primarily due to a $57.7 million decrease in revenues in the fresh packaged salads and vegetables product line, which was primarily due to (1) a $35.5 million planned shift away from non-strategic revenue streams, including packaged vegetables in bags and trays, (2) an $11.6 million decrease in green bean revenues driven by a decrease in demand from food service customers during the COVID-19 pandemic, and (3) a $6.9 million decrease in salad revenues driven by a decrease in demand during the COVID-19 pandemic.

The increase in Curation Foods’ revenues for fiscal year 2020 compared to fiscal year 2019, was primarily due to (1) the addition of Yucatan Foods, which was acquired on December 1, 2018, that contributed a comparative increase of $34.9 million in revenues, (2) a $12.7 million increase in salad revenues, and (3) a $3.1 million increase in BreatheWay revenues. These increases were partially offset by a $17.3 million planned decrease in revenues from packaged vegetables in bags and trays, and a $9.0 million decrease in green bean revenues due to weather-related events that resulted in lower yields.

~~Lifecore~~

The increase in Lifecore’s revenues for fiscal year 2021 compared to fiscal year 2020 was primarily due to a $10.5 million increase in CDMO revenues resulting from increased demand from existing customers that drove an increase in aseptic filling commercial shipments, and a $1.7 million increase in fermentation sales due to higher sales to existing customers.

The increase in Lifecore’s revenues for fiscal year 2020 compared to fiscal year 2019 was primarily due to a $10.4 million increase in CDMO revenues from an increase in development services activities and an increase in aseptic filling commercial shipments, primarily due to higher sales to existing customers, partially offset by a $0.4 million decrease in fermentation sales to existing customers.

~~Gross Profit~~:

There are numerous factors that can influence gross profit including product mix, customer mix, manufacturing costs, volume, sales discounts and charges for excess or obsolete inventory, to name a few. Many of these factors influence or are interrelated with other factors. The Company includes in cost of sales all of the following costs: raw materials (including produce, seeds, packaging, syringes and fermentation and purification supplies), direct labor, overhead (including indirect labor, depreciation, and facility-related costs), and shipping and shipping-related costs.

~~Table of~~ ~~Conten~~ts

(In thousands, except percentages) Year Ended Change Year Ended Change
May 30, 2021 May 31, 2020 Amount % May 31, 2020 May 26, 2019 Amount %
Curation Foods $ 43,209 $ 42,105 $ 1,104 3% $ 42,105 $ 49,305 $ (7,200) (15)%
Lifecore 38,265 32,883 5,382 16% 32,883 31,698 1,185 4%
Total Gross Profit
$ 81,474 $ 74,988 $ 6,486 9% $ 74,988 $ 81,003 $ (6,015) (7)%

~~Curation Foods~~

The increase in gross profit for the Curation Foods business for fiscal year 2021 compared to fiscal year 2020 was primarily due to an increase in gross profits from avocado products driven by the sale of products in fiscal 2021 produced with lower cost avocados than those used for products sold in fiscal 2020, which was partially offset by (1) the decrease in gross profits primarily driven by the decrease in revenues from our planned shift away from non-strategic fresh packaged salads and vegetables segment revenue streams (primarily packaged vegetables in bags and trays), (2) the decrease in gross profits driven by a decrease in royalty revenue of $1.6 million due to nonrecurring royalty transactions, and (3) business interruption insurance recoveries received in fiscal year 2020.

The decrease in gross profit for the Curation Foods business for fiscal year 2020 compared to fiscal year 2019 was primarily due to (1) the sale of avocado products that were produced during the fourth quarter of fiscal 2019 and first quarter of fiscal 2020 when the costs of avocados were substantially higher than current production costs, (2) adverse weather-related events impacting raw material supply during fiscal year 2020, and (3) lower gross profit driven by a planned de-emphasis of packaged vegetables in bags and trays. These decreases were partially offset by an increase in gross profits from the increase in BreatheWay revenues.

~~Lifecore~~

The increase in Lifecore’s gross profit for fiscal year 2021 compared to fiscal year 2020 was primarily due to a 14% increase in revenues, as well as a favorable product mix change in fiscal year 2021. As a result, Lifecore’s gross margin increased to 39.0% in fiscal year 2021 from 38.3% in fiscal year 2020.

The increase in Lifecore’s gross profit for fiscal year 2020 compared to fiscal year 2019 was primarily due to a 13% increase in revenues partially offset by temporary manufacturing inefficiencies in the fourth quarter of fiscal year 2020 associated with new safety protocols primarily due to the COVID-19 pandemic. As a result, Lifecore's gross margin decreased to 38.3% in fiscal year 2020 from 41.8% in fiscal year 2019.

~~Operating Expenses~~:

~~Research and Development (R&D)~~

R&D expenses consist primarily of product development and commercialization initiatives. R&D expenses in our Curation Foods business are primarily focused on innovating our current product lines and on the Company’s proprietary BreatheWay membranes used for packaging produce, with a focus on extending the shelf-life of sensitive vegetables and fruit. In the Lifecore business, the R&D expenses are focused on new products and applications for HA-based and non-HA biomaterials. For Other, the R&D expenses are primarily focused on creating and developing new innovative lines of products.

(In thousands, except percentages) Year Ended Change Year Ended Change
May 30, 2021 May 31, 2020 Amount % May 31, 2020 May 26, 2019 Amount %
Curation Foods $ 4,064 $ 5,142 $ (1,078) (21)% $ 5,142 $ 5,444 $ (302) (6)%
Lifecore 6,157 5,910 247 4% 5,910 5,085 825 16%
Other — 47 (47) (100)% 47 937 (890) (95)%
Total R&D $ 10,222 $ 11,099 $ (877) (8)% $ 11,099 $ 11,466 $ (367) (3)%

~~Table of~~ ~~Conten~~ts

The decrease in R&D expenses for fiscal year 2021 compared to fiscal year 2020 was primarily due to (1) a $1.1 million decrease in our Curation Foods segment primarily driven by a decrease in consulting and other professional services related to a packaging redesign and brand restage, partially offset by (2) an increase in Lifecore’s R&D expenses primarily due to higher salary and benefit expenses, including increased headcount.

The decrease in R&D expenses for fiscal year 2020 compared to fiscal year 2019 was primarily due to (1) a $0.9 million decrease in our Other segment primarily due to discontinuing most R&D activities at corporate, (2) a $0.3 million decrease in our Curation Foods segment driven by a decrease in legal and other professional services, partially offset by (3) an increase in Lifecore’s R&D expenses primarily due to higher salary and benefit expenses driven by an increase in headcount related to increased development activities.

~~Selling, General and Administrative ("SG&A")~~

~~SG&A expenses consist primarily of sales and marketing expenses associated with Landec’s product sales and services, business development expenses, and staff and administrative expenses.~~

(In thousands, except percentages) Year Ended Change Year Ended Change
May 30, 2021 May 31, 2020 Amount % May 31, 2020 May 26, 2019 Amount %
Curation Foods $ 38,624 $ 46,130 $ (7,506) (16)% $ 46,130 $ 43,828 $ 2,302 5%
Lifecore 8,305 7,688 617 8% 7,688 6,618 1,070 16%
Other 18,435 18,370 65 —% 18,370 11,616 6,754 58%
Total SG&A $ 65,364 $ 72,188 $ (6,824) (9)% $ 72,188 $ 62,062 $ 10,126 16%

The decrease in SG&A expenses for fiscal year 2021 compared to fiscal year 2020 was primarily due to a $7.5 million decrease at Curation Foods primarily due to cost savings driven by our restructuring efforts associated with Project SWIFT and lower salary and related expenses. These decreases were partially offset by a $0.6 million increase at Lifecore due to increased salary and benefit expenses, including increased headcount.

~~The increase in SG&A expenses for fiscal year 2020 compared to fiscal year 2019 was due to~~(1) a $6.8 million increase in our Other segment primarily due to a (a) $6.0 million increase in legal fees related to compliance and other legal matters and (b) a $3.0 million greater reduction of the earn out liability (reduction of SG&A costs) associated with the O acquisition in the same period last year compared to the current period, and (c) a $1.8 million decrease in salaries and related benefits due to a decrease in headcount and bonus expense, (2) a $2.3 million increase in our Curation Foods business primarily due to (a) $3.0 million of increased SG&A at Yucatan Foods, which is primarily due to a full year of SG&A expenses in fiscal 2020 compared to a partial year in fiscal 2019, net of merger and acquisition costs incurred, in the same period last year, (b) the $1.2 million reserve for the receivable from Pacific Harvest, partially offset by, (c) a $1.6 million decrease in consulting fees, most of which was associated with Curation Foods’ cost saving initiatives, and (3) a $1.0 million increase in our Lifecore business SG&A due to higher salary and benefit expenses driven by an increase in headcount.

~~Impairment of Goodwill and Intangible assets, Legal Settlement Charge, and Restructuring Costs~~

(In thousands, except percentages) Year Ended Change Year Ended Change
May 30, 2021 May 31, 2020 Amount % May 31, 2020 May 26, 2019 Amount %
Impairment of Goodwill and Intangible Assets $ — $ 12,953 $ (12,953) (100)% $ 12,953 $ — $ 12,953 100%
Legal Settlement Charge 1,763 — 1,763 100% — — — —%
Restructuring Costs 17,621 17,285 336 2% 17,285 — 17,285 100%

~~Table of~~ ~~Conten~~ts

value and in increase in discount rate, as a result of uncertainty in forecasting the effects of COVID-19 and general economic uncertainties. These impairment charges are included in the line item “impairment of goodwill and intangible assets” on the Consolidated Statements of Operations, and both are in the Curation Foods business segment. Refer to Note 1 - Impairment Review of Goodwill and Indefinite-Lived Intangible Asset in the notes to our consolidated financial statements for more information.

In fiscal year 2021 the Company executed a settlement agreement related to a legal matter with Pacific Harvest, Inc. and Rancho Harvest, Inc., In connection with the settlement agreement, the Company recorded a $1.8 million charge after considering the total settlement amount and insurance recoveries, and this amount is included in legal settlement charge in the Consolidated Statements of Operations for the fiscal year ended May 30, 2021. Refer to Note 10 - Commitments and Contingencies - Legal Contingencies in the notes to our consolidated financial statements for more information.

During fiscal year 2020, the Company announced a restructuring plan to drive enhanced profitability, focus the business on its strategic assets and redesign the organization to be the appropriate size to compete and thrive. This includes a reduction-in-force, a reduction in leased office spaces and the sale of non-strategic assets. The Company recorded $17.6 million and $17.3 million in fiscal years 2021 and 2020, respectively, related to the restructuring plan. Refer to Note 14 - Restructuring Costs in the notes to our consolidated financial statements for more information.

~~Other:~~

(In thousands, except percentages) Year Ended Change Year Ended Change
May 30, 2021 May 31, 2020 Amount % May 31, 2020 May 26, 2019 Amount %
Dividend Income $ 1,125 $ 1,125 $ — —% $ 1,125 $ 1,650 $ (525) (32)%
Interest Income 48 103 $ (55) (53)% 103 145 (42) (29)%
Interest Expense (15,344) (9,603) $ (5,741) 60% (9,603) (5,230) (4,373) 84%
Loss on Debt Refinancing (1,110) — $ (1,110) —% — — — —%
Other Income (Expense) (11,689) (4,395) $ (7,294) 166% (4,395) 1,600 (5,995) N/M
Income Tax (Expense) Benefit
7,801 13,116 $ (5,315) (41) 13,116 (1,518) 14,634 N/M

~~Dividend Income~~

Dividend income is derived from the dividends accrued during each period on the Company’s previously held $15.0 million Senior A and $7.0 million Senior B preferred stock investment in Windset, which each yielded a cash dividend of 7.5% annually. There was no change in dividend income for the fiscal year ended May 30, 2021 compared to May 31, 2020. The decrease in dividend income for fiscal year 2020 compared to fiscal year 2019 was due to the sale of the Company’s previously held $7.0 million Senior B preferred stock to Windset in the fourth quarter of fiscal year 2019.

~~Subsequent to fiscal year end 2021, the Company sold its remaining investment in Windset on June 1, 2021.~~

~~Interest Income~~

~~The decrease in interest income in fiscal year 2021 compared to fiscal year 2020, and 2020 compared to fiscal 2019 was not significant.~~

~~Interest Expense~~

The increase in interest expense during fiscal year 2021 compared to fiscal year 2020 was primarily the result of (i) an increased interest rate, due to the Company's increased Total Leverage Ratio (as defined in the Credit Agreement), combined with our debt refinancing in December 2020 at higher interest rates, (ii) an increase in deferred financing costs from those incurred in connection with the Company's amendments to the Credit Agreement since May 31, 2020 combined with our debt refinancing in December 2020, and (iii) an increase in total outstanding debt from $190.3 million as of May 31, 2020 to $193.9 million as of May 30, 2021.

The increase in interest expense during fiscal year 2020, compared to fiscal year 2019, was the result of an increase in total debt from $149.0 million as of May 26, 2019 to $190.3 million as of May 31, 2020. The increase in debt was primarily due to additional borrowings to fund working capital requirements and new equipment purchases during fiscal year 2020.

~~Table of~~ ~~Conten~~ts

~~Loss on Debt Refinancing~~

~~The loss on debt refinancing was due to a write-off of unamortized debt issuance costs in connection with the Company refinancing its debt in December 2020.~~

~~Other Income (Expense)~~

The decrease in other income (expense) for fiscal year 2021 was primarily the result of the change in fair value of the Company’s previously held investment in Windset, which decreased $11.8 million for the twelve months ended May 30, 2021, compared to a decrease of $4.2 million for the twelve months ended May 31, 2020.

The decrease in other income (expense) for fiscal year 2020 was a result of the change in the fair value of the Company’s previously held investment in Windset, which decreased $4.2 million for the twelve months ended May 31, 2020, compared to an increase of $1.6 million for the twelve months ended May 26, 2019.

~~Subsequent to fiscal year end 2021, the Company sold its investment in Windset on June 1, 2021.~~

~~Income Tax (Expense) Benefit~~

The change in income tax (expense) benefit for fiscal year 2021 compared to fiscal year 2020 was primarily due to the Company’s reduction in net loss before income taxes and the Company’s effective tax rate decreasing to 19% in fiscal year 2021 from 26% in fiscal year 2020. The effective tax rate differs for fiscal year 2021 from the statutory federal income tax rate of 21% as a result of several factors, including the Company’s benefit of federal and state research and development credits, and the change in valuation allowance established against federal, California, and other state attributes expected to expire prior to recognition.

The change in income tax (expense) benefit for fiscal year 2020 compared to fiscal year 2019 was primarily due to the decrease in the Company’s profit before income taxes, carryback of net operating losses driven by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), and the benefit of federal and state research and development credits.

~~Liquidity and Capital Resources~~

~~As of May 30, 2021, the Company had cash and cash equivalents of $1.3 million, a net increase of $0.9 million from $0.4 million at May 31, 2020.~~

~~Cash Flows from Operating Activities~~

Net cash provided by operating activities during fiscal year 2021 was $15.0 million compared to the use of $17.0 million of cash from operating activities during fiscal year 2020. The primary sources of net cash provided by operating activities during fiscal year 2021 were from (1) Lifecore’s net income from continuing operations and (2) a net decrease of $8.9 million in working capital. These sources of cash were offset by Curation Foods and Other operating loss from continuing operations.

The primary factors for the decrease in working capital during fiscal year 2021 were (1) a $7.9 million decrease in prepaid expenses and other current assets primarily due to the Company’s receipt of income tax refunds related to fiscal year 2020’s net loss from continuing operations before taxes and carrybacks of net operating losses related to the CARES Act, (2) a $5.8 million decrease in accounts receivable driven by an decrease in Curation Foods’ revenues in the fourth quarter of fiscal year 2021 compared to fiscal year 2020 coupled with timing of customer payments, and (3) a $3.3 million increase in accrued compensation primarily related to the amount and timing of bonus payments and deferred payroll taxes under the CARES Act. These decreases in working capital during 2021 were partially offset by (1) a $6.0 million decrease in accounts payable primarily due to the timing of cash payments and (2) a $3.4 million increase in inventory primarily to support the planned sales growth at Lifecore.

~~Cash Flows from Investing Activities~~

Net cash used in investing activities for fiscal year 2021 was $10.9 million compared to $23.9 million for the same period last year. The use of cash in investing activities for fiscal year 2021, was primarily due to the purchase of $23.8 million of equipment to support the growth of the Company’s Lifecore and Curation Foods businesses, partially offset by the receipt of $12.9 million primarily related to the sale of Curation Foods’ factories in Hanover, Pennsylvania and Ontario, California.

~~Table of~~ ~~Conten~~ts

~~Cash Flows from Financing Activities~~

Net cash used in financing activities for fiscal year 2021 was $3.4 million compared to $40.0 million of net cash provided by financing activities for the same period last year. The net cash used by financing activities during fiscal year 2021 was primarily due to the $48.4 million net pay down on the Company’s revolving line of credit and $10.5 million of debt issuance costs incurred to refinance the Company's term loan and revolving line of credit. The net cash used by these financing activities was primarily offset by the $55.9 million of net cash received from the increase in the Company’s refinanced term loan.

~~Capital Expenditures~~

Landec incurred $23.8 million of capital expenditures during fiscal year 2021, which were primarily represented by continued facility modifications and expansions and equipment purchases intended to increase production capacity to support the growth and increased production efficiency of the Lifecore and Curation Foods businesses. Capital expenditures incurred during fiscal year 2020 were $26.7 million.

~~Debt~~

On September 23, 2016, the Company entered into a Credit Agreement with JPMorgan, BMO Harris Bank N.A. ("BMO"), and City National Bank, as lenders (collectively, the “Lenders”), and JPMorgan as administrative agent, pursuant to which the Lenders provided the Company with a $100.0 million revolving line of credit (the “Revolver”) and a $50.0 million term loan facility (the “Term Loan”), guaranteed by each of the Company’s direct and indirect subsidiaries and secured by substantially all of the Company’s assets, with the exception of the Company’s investment in Windset.

~~On November 30, 2018, the Company entered into the Fourth Amendment to the Credit Agreement, which increased the Term Loan to $100.0 million and the Revolver to $105.0 million.~~

On October 25, 2019, the Company entered into the Sixth Amendment to the Credit Agreement, which increased the Term Loan to $120.0 million and decreased the revolver to $100.0 million. Both the Revolver and the Term Loan mature on October 25, 2022, with the Term Loan requiring quarterly principal payments of $3.0 million and the remainder continuing to be due at maturity.

On March 19, 2020, the Company entered into the Seventh Amendment to the Credit Agreement (the “Seventh Amendment”), which among other changes, retroactively increased the maximum Total Leverage Ratio (as defined in the Credit Agreement as the ratio of the Company’s total indebtedness on such date to the Company’s consolidated EBITDA for the period of four consecutive fiscal quarters ended on or most recently prior to such date) to 5.75 to 1.00 for the fiscal quarter ended February 23, 2020, which decreases back to 5.00 to 1.00 for the fiscal quarter ending May 31, 2020. The maximum Total Leverage Ratio thereafter decreases by 25 basis points each subsequent fiscal quarter thereafter, until it reaches 3.50 for the fiscal quarter ending November 28, 2021, and then remains fixed through maturity. The Seventh Amendment also introduced additional financial covenants that remain in effect through May 31, 2020, including minimum cumulative monthly Unadjusted EBITDA thresholds and maximum capital expenditures, as well as additional reporting requirements and frequencies. Interest on both the Revolver and the Term Loan continues to be based upon the Company’s Total Leverage Ratio, at a per annum rate of either (i) the prime rate plus a spread of between 0.25% and 3.00% or (ii) the Eurodollar rate plus a spread of between 1.25% and 4.00%.

On July 15, 2020, the Company entered into the Eighth Amendment to the Credit Agreement (the “Eighth Amendment”), which among other things, (i) modified the definition of EBITDA to increase the limit on permitted exclusions for certain unusual, extraordinary or one-time cash items for each fiscal quarter ending on or after February 28, 2021, to a maximum of 20% of EBITDA, and (ii) restricted the Company from making Capital Expenditures over certain thresholds. Interest continued to be based on the Company’s Total Leverage Ratio, at a revised per annum Applicable Rate of either (i) the prime rate plus a spread of between 0.75% and 3.50% or (ii) the Eurodollar rate plus a spread of between 1.75% and 4.50%, plus, in each case, a commitment fee, as applicable, of between 0.15% and 0.55%, as further described in the Eighth Amendment.

On December 31, 2020, the Company refinanced its existing Term Loan and Revolver by entering into two separate Credit Agreements (the "New Credit Agreements") with BMO and Goldman Sachs Specialty Lending Group, L.P. (“Goldman”) and Guggenheim Credit Services, LLC ("Guggenheim"), as lenders (collectively, the “Refinance Lenders”). Pursuant to the credit agreement related to the revolving credit facility, BMO has provided the Company, Curation Foods and Lifecore, as co-borrowers, with an up to $75.0 million revolving line of credit (the “Refinance Revolver”) and serves as administrative agent of the Refinance Revolver. Pursuant to the credit agreement related to the term loan, Goldman and Guggenheim have provided the Company, Curation Foods and Lifecore, as co-borrowers, with an up to $170.0 million term loan facility (split equally between

~~Table of~~ ~~Conten~~ts

Goldman and Guggenheim) (the “Refinance Term Loan”) and Goldman serves as administrative agent of the Refinance Term Loan. The Refinance Revolver and Refinance Term Loan are guaranteed, and secured by, substantially all of the Company’s and the Company's direct and indirect subsidiaries' assets.

The Refinance Term Loan matures on December 31, 2025. The Refinance Revolver matures on December 31, 2025 or, if the Refinance Term Loan remains outstanding on such date, ninety (90) days prior to the maturity date of the Refinance Term Loan (on October 2, 2025).

The Refinance Term Loan provides for principal payments by the Company of 5% per annum, payable quarterly in arrears in equal installments, commencing on March 30, 2023, with the remainder due at maturity.

Interest on the Refinance Revolver is based upon the Company’s average availability, at a per annum rate of either (i) LIBOR rate plus a spread of between 2.00% and 2.50% or (ii) base rate plus a spread of between 1.00% and 1.50%, plus a commitment fee, as applicable, of 0.375%. Interest on the Refinance Term Loan is at a per annum rate based on either (i) the base rate plus a spread of 7.50% or (ii) the LIBOR rate plus a spread of 8.50%.

The New Credit Agreements provide the Company the right to increase the revolver commitments under the Refinance Revolver, subject to the satisfaction of certain conditions (including consent from BMO), by obtaining additional commitments from either BMO or another lending institution at an amount of up to $15.0 million.

The New Credit Agreements contain customary financial covenants and events of default under which the obligations thereunder could be accelerated and/or the interest rate increased in specified circumstances.

~~In connection with the New Credit Agreements, the Company incurred debt issuance costs from the lender and third-parties of $10.2 million.~~

Concurrent with the close of the New Credit Agreements, the Company repaid all outstanding borrowings under the current Credit Agreement, and terminated the Credit Agreement. In connection with the repayment of borrowings under the Credit Agreement, the Company recognized a loss in fiscal year 2021 of $1.1 million, as a result of the non-cash write-off of unamortized debt issuance costs related to the refinancing under the New Credit Agreements.

As of May 30, 2021, (i) $29.0 million was outstanding on the Refinance Revolver, at an interest rate of 3.0%, (ii) $170.0 million was outstanding on the Refinance Term Loan, at an interest rate of 9.5%, and (iii) the Company was in compliance with all financial covenants and had no events of default under the New Credit Agreements.

~~Contractual Obligations~~

~~The Company’s material contractual obligations for the next five years and thereafter as of May 30, 2021, are as follows:~~

(in thousands) Due in Fiscal Year Ended May
Obligation Total 2022 2023 2024 2025 2026 Thereafter
Debt obligations $ 199,000 $ — $ 2,125 $ 8,469 $ 8,422 $ 179,984 $ —
Interest payments associated with debt obligations 73,400 17,197 17,178 16,860 13,207 8,958 —
Finance leases 3,974 466 3,497 9 2 — —
Operating leases 32,758 4,850 4,052 3,263 2,502 2,015 16,076
Purchase commitments 75,441 20,344 6,179 5,985 5,604 5,604 31,725
Total $ 384,573 $ 42,857 $ 33,031 $ 34,586 $ 29,737 $ 196,561 $ 47,801

Debt obligations reflect the principal amounts outstanding on the Term Loan and the Revolver at fiscal year-end. The interest payment amounts above are based on principal amounts and contractual rates at fiscal year-end. See “Note 7 – Debt” in the notes to our consolidated financial statements for further information on the Company’s loans.

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prosecuting, defending, and enforcing intellectual property rights; the ability to comply with regulatory requirements; the emergence of competitive technology and market forces; the effectiveness of product commercialization activities and arrangements; and other factors. If the Company’s currently available funds, together with the internally generated cash flow from operations are not sufficient to satisfy its capital needs, the Company would be required to seek additional funding through other arrangements with collaborative partners, additional bank borrowings and public or private sales of its securities. There can be no assurance that additional funds, if required, will be available to the Company on favorable terms, if at all.

The Company believes that its cash from operations, along with existing cash and cash equivalents and availability under its line of credit will be sufficient to finance its operational and capital requirements for at least the next twelve months.

~~Off-Balance Sheet Arrangements~~

~~The Company is not a party to any agreements with, or commitments to, any special purpose entities that would constitute material off-balance sheet financing.~~

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Exposure

Our net interest expense is sensitive to changes in the general level of interest rates. In this regard, changes in interest rates will affect our net interest expense, as well as the fair value of our debt.

Table of credit (the “Refinance Revolver”) and serves as administrative agent of the Refinance Revolver. Pursuant to the credit agreement related to the term loan, Goldman and Guggenheim have provided the Company, Curation Foods and Lifecore, as co-borrowers, with an up to $170.0 million term loan facility (split equally between Goldman and Guggenheim) (the “Refinance Term Loan”) and Goldman serves as administrative agent of the Refinance Term Loan. The Refinance Revolver and Refinance Term Loan are guaranteed, and secured by, substantially all of the Company’s and the Company's direct and indirect subsidiaries' assets.Contents

Interest on the ~~Refinance Revolver~~Revolving Credit Facility is based upon the Company’s average availability, at a per annum rate of either (i) ~~LIBOR~~SOFR rate plus a spread of between 2.00% and 2.50% or (ii) base rate plus a spread of between 1.00% and 1.50%, plus a commitment fee, as applicable, of 0.375%. and plus (iii) for the period from December 1, 2022 until January 31, 2023, additional 2% per annum. Interest on the ~~Refinance~~Prior Term Loan isFacility was at a per annum rate based on either (i) the base rate plus a spread of 7.50% or (ii) the ~~LIBOR~~SOFR rate plus a spread of 8.50%.

A hypothetical 100 basis point increase or decrease in weighted average interest rates under our Refinance Revolver, based upon the face value of such instruments, would increase our interest expense by approximately ~~$0.3~~$0.2 million over a twelve-month period.

~~Foreign Currency Exposure~~

Our Mexican-based operations transacts a portion of the business in Mexican pesos. Funds are transferred by our corporate office to Mexico to satisfy local Mexican cash needs. We do not currently use derivative instruments to hedge fluctuations in the Mexican peso to U.S. dollar exchange rates. Total impact from foreign currency translation is not significant.

Item 8. Financial Statements and Supplementary Data

~~See~~The information contained in Part IV, Item 15 ~~of Part IV of~~included elsewhere in this ~~report.~~Annual Report on Form 10-K is incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

~~Table of~~ ~~Conten~~ts

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As ~~of May 30, 2021, our management~~required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our ~~Chief Executive Officer~~management, including our principal executive officer and ~~our Chief Financial Officer,~~principal financial officer, the effectiveness of the design and operation of our disclosure controls and ~~procedures. Based on~~procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this ~~evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our~~Form 10-K. Our disclosure controls and procedures are ~~effective in ensuring~~designed to provide reasonable assurance that information required to be disclosed by us in reports ~~filed~~that we file under the ~~Securities~~ Exchange Act ~~of 1934,~~is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as ~~amended,~~appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified byin the ~~Securities~~rules and ~~Exchange Commission,~~forms of the SEC. Based upon the evaluation, our principal executive officer and ~~are~~principal financial officer concluded that due to material weaknesses in our internal control over financial reporting as described in the “Management’s Report on Internal Control over Financial Reporting”, our disclosure controls and procedures were not effective ~~in providing reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to~~as of May 28, 2023.

As further described below, the Company’s management ~~including its Chief Executive Officer~~is in the process of developing plans to remediate the material weaknesses identified, but they have not been remediated as of the date of filing of this Annual Report on Form 10-K. Despite the existence of these material weaknesses, our management believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, the Company’s financial condition, results of operations and ~~Chief~~cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.

Changes in Internal Controls over Financial ~~Officer,~~Reporting

Other than the identification of the material weaknesses as ~~appropriate~~described in “Management’s Report on Internal Control over Financial Reporting”, there have been no changes in our system of internal control over financial reporting during the quarter ended May 28, 2023 that have materially affected, or are reasonably likely to ~~allow timely decisions regarding required disclosure.~~

materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

~~Our management~~Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule ~~13a-15(f)~~13(a)-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and presentation of consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, these controls can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that the

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internal controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of May 28, 2023. In making this assessment, which was conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control -– Integrated Framework ~~(2013 Framework)~~(2013). ~~Our~~As part of our annual assessment, management has concluded that we ~~maintained~~did not design and operate effective internal controls, as detailed below.

The Company has identified deficiencies in the internal control over financial reporting that aggregated to material weaknesses in the following components of the COSO framework:

a.Control Environment – maintaining a sufficient complement of personnel to timely support the Company’s internal control objectives and ensuring personnel conduct internal control related responsibilities;

b.Risk Assessment - identification and assessment of risks and changes in the business model resulting from recent disposition activities that impacted the design of control activities, including the precision of management review controls, and the completeness of controls required to support the financial reporting framework;

c.Information and Communication - Design of controls to validate the completeness and accuracy of information used in the performance of control activities; and

d.Monitoring – As a result of the material weaknesses described above, the Company failed to design and implement certain monitoring activities that were responsive to timely identification and remediation of control deficiencies.

As a result of the material weaknesses in the COSO components identified above, the control activities were ineffective and represent a material weakness. Additionally, material errors in the Company's financial statements were identified, primarily relating to the areas of inventory valuation, the capitalization of interest on assets under construction, recording of development revenue and related cost of sales, the presentation of certain operating costs and expenses of continuing operations and discontinued operations, and the write off of other receivables of the Company’s former Curation Foods businesses that were not collectible prior to the fiscal year periods presented in the consolidated financial statements.

The material weaknesses contributed to the restatement of the Company’s previously issued consolidated financial statements as of and for the fiscal years ended May 29, 2022 and May 30, 2021, and the condensed consolidated financial statements for the interim periods ended 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.

The material weaknesses previously identified related to the accounting for and classification of certain non-standard transactions, which included discontinued operations, restructuring costs, and indefinite-lived and long-lived asset impairment tests for the year ended May 29, 2022 continued to exist as of May ~~30, 2021.~~28, 2023 and are included and appropriately reside within the material weaknesses relating to components of the COSO framework as described above.

~~Our~~Management’s Plan for Remediation of the Material Weaknesses

Management, with the oversight of the Audit Committee, is currently evaluating remediation activities related to the deficiencies identified above and has engaged a third-party consultant for the development and implementation of such remediation plan.

The remediation efforts are intended to both address the identified material weaknesses and to enhance our overall financial control environment and will be subject to ongoing senior management ~~including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or~~review, as well as Audit Committee oversight. We plan to complete this remediation process as quickly as possible. Management is committed to continuous improvement of our internal control over financial reporting and will ~~prevent all errors and all fraud. A~~continue to diligently review our internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.over financial reporting.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on our internal control over financial reporting ~~which appears below.~~

~~Changes in Internal Controls over Financial Reporting~~

~~There were no changes in our~~stating that the Company has not maintained effective internal control over financial reporting, ~~identified~~which appears in ~~connection with the evaluation required~~Part IV, Item 15 of this Annual Report on Form 10-K, and is incorporated herein by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended May 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.reference.

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Item 9B. Other Information

~~None~~During the fiscal quarter ended May 28, 2023, none of our officers or directors adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” in each case, as such terms are defined in Item 408 of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

~~This~~Board of Directors

Name

Age

Position

Director Since

Director Class

Craig A. Barbarosh

Director, Chairperson of the Board

2019

Class 2

James G. Hall

President, Chief Executive Officer and Director

2022

Class 2

Nathaniel Calloway

Director

2023

Class 2

Raymond Diradoorian

Director

2022

Class 2

Jeffrey L. Edwards

Director

2020

Class 1

Katrina L. Houde

Director

2019

Class 1

Christopher Kiper

Director

2023

Class 1

Nelson Obus

Director

2018

Class 1

Joshua E. Schechter

Director

2020

Class 2

Craig A. Barbarosh has been a director of the company since October 2019 and has served as the chairperson of the Company’s Board of Directors since October 2020. Mr. Barbarosh brings broad strategic leadership experience with deep healthcare knowledge, having served on several public companies’ Boards of Directors, including current board positions with Sabra Health Care REIT, Inc. (where he is Chair of the Audit Committee) since November 2010, Evolent Health, Inc. (where he is Co-Chair of the Strategy Committee) since December 2020 and Mountain Express Oil, Inc. (where he is a Special Committee member) since March 2023. He also previously served on the board of directors of NextGen Healthcare, Inc. (where he was Chair of the Compensation Committee) from January 2015 to November 2023. He has been recognized for successes in business strategy, operational excellence, corporate governance and capital markets transactions. From June 2012 to January 2023 Mr. Barbarosh was a partner at the international law firm of Katten Muchin Rosenman LLP and previously from 1999 to June 2012 was a partner of the international law firm of Pillsbury Winthrop Shaw Pittman LLP. Mr. Barbarosh received a Juris Doctorate from the University of the Pacific, McGeorge School of Law in 1992, with distinction, and a Bachelor of Arts in Business Economics from the University of California at Santa Barbara in 1989. Mr. Barbarosh received certificates from Harvard Business School for completing executive education courses on Private Equity and Venture Capital (2007), Financial Analysis for Business Evaluation (2010) and Effective Corporate Boards (2015), from the University of Pennsylvania Wharton School program on Corporate Valuation (2019), and from the Carnegie Mellon University program in Cybersecurity Oversight (2019). Mr. Barbarosh is also a frequent speaker and author on restructuring and governance issues and has published several articles addressing business, governance, and legal topics.

James G. Hall has been the President and Chief Executive Officer (“CEO”) of the Company and a member of the Board of Directors of the Company since August 10, 2022. Prior to those roles, Mr. Hall served as President of Lifecore since June 2017; Vice President and General Manager from July 2013 to June 2017; Vice President of Operations from 2006 to 2013; Director of Manufacturing Operations and Engineering from 2001 to 2006; and the Manager of Engineering and Operations from 1999 to 2001. From 1995 until joining Lifecore in 1999, Mr. Hall was Manager of Pre-Clinical and Clinical supply for Protein Design Labs, a biotechnology company focusing on humanizing monoclonal antibodies. Prior to joining Protein Design Labs in 1995, Mr. Hall held various engineering positions within Lifecore beginning in 1989. Mr. Hall has over 33 years of pharmaceutical and combination product manufacturing and development experience.

Nathaniel Calloway has served as a director since January 2023. Dr. Calloway is an analyst and Partner at 22NW, LP, a Seattle-based value fund specializing in small and microcap investments with a multi-year investment horizon, where he has been employed since June 2021. Since October 2022, he has served on the board of directors of Anebulo Pharmaceuticals, Inc., a publicly traded clinical-stage biotechnology company developing solutions for people suffering from acute cannabinoid intoxication and substance addiction. Prior to joining 22NW, LP, Dr. Calloway served in a variety of roles in healthcare research at Edison Group from December 2015 to June 2021, including as Associate Director of Healthcare Research from June 2018 to June 2021. Dr. Calloway has a Ph.D. in Chemistry and Chemical Biology from Cornell University, a Master of Science in Chemistry from Columbia, and he completed a post-doctoral study in neuroscience at Weill Cornell Medical School. He has 10 scientific publications in areas of physical, biochemistry and neuroscience.

Raymond Diradoorian has served as a director since January 2022. Mr. Diradoorian is a seasoned operations executive with over 40 years of experience in the pharmaceutical and medical device industries. Mr. Diradoorian retired from Allergan

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Inc. in 2015, which he joined in 1981. Mr. Diradoorian held numerous positions and served as Executive Vice President of Global Technical Operations from 2006 to 2015. Most recently, Mr. Diradoorian served as an independent industry consultant, working with a number of public and privately held companies as well private equity firms in the pharmaceutical and medical device industries. Mr. Diradoorian holds a Bachelor of Sciences degree in Biological Sciences from the University of California at Irvine and a Master of Science Degree in Technology Management from Pepperdine University.

Jeffrey L. Edwards has served as a member of the Board of Directors since October 2020. Mr. Edwards is a member of the Board of Directors of FibroGen, Inc. (NASDAQ:FGEN), a publicly traded biopharmaceutical company since October 2015 and currently serves as Chair of its Audit Committee. He serves on the Board of Directors of Bio-Rad Laboratories, Inc. (NYSE:BIO), a publicly traded life sciences research and clinical diagnostic products company since April 2017, where he is a member of its Audit Committee and Compliance Committee, as well as Chairman of its Compensation Committee. Mr. Edwards also serves, since September 2018, on the Board of Directors, Audit Committee, and Nominating and Corporate Governance Committee of Clearside Biomedical Inc. (NASDAQ:CLSD), a publicly traded, clinical-stage pharmaceutical company. Additionally, Mr. Edwards served on the Board of Directors of BioTheryX, Inc., a privately owned, clinical-stage biotechnology company from September 2019 to May 2021. In 2015 Mr. Edwards retired from Allergan Inc., which he joined in June 1993 and where he served as Executive Vice President, Finance and Business Development, and Chief Financial Officer from September 2005 to August 2014. From 2003 to 2005, Mr. Edwards served as Allergan’s Corporate Vice President, Corporate Development, and previously served as Senior Vice President, Treasury, Tax, and Investor Relations. Prior to joining Allergan, he was with Banque Paribas and Security Pacific National Bank, where he held various senior-level positions in the credit and business development functions. Mr. Edwards received a Bachelor of Arts in Sociology from Muhlenberg College and completed the Advanced Management Program at the Harvard Business School.

Katrina L. Houde has served as a member of the Company’s Board of Directors sinceAugust 5, 2019. Ms. Houde is currently serving as an independent advisor to select food companies. Ms. Houde has served on the Board of Directors at SunOpta, Inc. (NASDAQ:STKL) since January 2000, where she also served as Chair of the Compensation Committee and as a member of the Audit Committee until November 2016. Ms. Houde served as Interim CEO for SunOpta, Inc. on two occasions, from October 2016 until March 2017 and again from January to March of 2019, and was instrumental in leading a major operational turnaround. Before and between her roles as Interim CEO of SunOpta, Inc., Ms. Houde had various consulting engagements in the food industry. Prior to becoming a food industry consultant, Ms. Houde was President of Cuddy Food Products, a division of Cuddy International Corp., from January 1999 to March 2000 and was Chief Operating Officer of Cuddy International Corp. from January 1996 to January 1999. She is a member of the Board of Directors of a number of private and charitable organizations. Ms. Houde holds an Honours Bachelor of Commerce degree from the University of Windsor.

Christopher Kiper has served as a member of the Company’s Board of Directors since January 2023. Mr. Kiper has served as a Co-Founder, Managing Director and Chief Investment Officer of Legion Partners Asset Management, LLC (“Legion”), an investment fund focused on accumulating large ownership stakes in undervalued U.S. small-cap companies, since April 2012, and at Legion's predecessor entities from January 2010 to April 2012. Prior to co-founding Legion, he served as Vice President at Shamrock Capital Advisors, the alternative investment vehicle of the Disney family, where he served as Portfolio Manager of the Shamrock Activist Value Fund, a concentrated, long-only, activist fund, from April 2007 to January 2010. Before that, Mr. Kiper founded and operated the Ridgestone Small Cap Value Fund, a small-cap targeted activist fund in association with the Ridgestone Corporation, an investment firm, from June 2000 to June 2007. From 1998 to 2000, he served as the Director of Financial Planning at Global Crossing Ltd., a telecommunications company that provided computer networking services. Mr. Kiper began his career as an Auditor at Ernst & Young Global Limited, an international tax, consulting and advisory service, from 1994 to 1997. Mr. Kiper received a B.S.B.A. in Accounting from the University of Nebraska in 1993.

Nelson Obus has served as a member of the Company’s Board of Directors since October 2018. Mr. Obus is a co-founder, President, and Chief Investment Officer at Wynnefield Capital, Inc. which he co-founded with Joshua Landes in November 1992. Mr. Obus manages the firm, oversees its investment portfolio. Mr. Obus is a board member at Williams Industrial Services since June 2016. Previously, from January 1990 until September 1992, he was the director of research at Schafer Capital Management, Inc. Prior to that, Mr. Obus was a director of sell side research in the equity sales department at Lazard Frères & Co. Before that, he was a manager at Massachusetts Department of Environmental Management. Mr. Obus holds a Bachelor of Arts degree from New York University and a Master of Arts in political science from Brandeis University.

Joshua E. Schechter has served as a member of the Board of Directors since October 2020. He is a private investor and public company director. He has served as a director of Viad Corp (NYSE:VVI), an S&P SmallCap 600 international experiential services company, since April 2015. Mr. Schechter served as a member of the Board of Directors of Bed Bath & Beyond (NASDAQ:BBBY) from May 2019 to September 2023 as its Chairman of its Audit Committee. He also served as Chairman of the Board of Directors of Support.com, Inc. (NASDAQ:SPRT), a leading provider of cloud-based software and

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services, since June 2016 to September 2021. From April 2018 to January 2020, he served as Chairman of the Board of Directors of SunWorks, Inc. (NASDAQ:SUNW), a premier provider of high-performance solar power solutions. From 2001 to June 2013, Mr. Schechter served as Managing Director of Steel Partners Ltd., a privately - owned hedge fund sponsor, and from 2008 to June 2013, served as Co-President of Steel Partners Japan Asset Management, LP, a private company offering investment services. Mr. Schechter earned a Master of Public Administration in Professional Accounting and a Bachelor of Business Administration from The University of Texas at Austin.

Executive Officers


Name	Age	Position
James G. Hall	60	President and Chief Executive Officer
John D. Morberg	59	Executive Vice President, Chief Financial Officer, and Secretary

For biographical information on Mr. Hall, please see “Board of Directors” above.

John D. Morberg has been the Executive Vice President, Chief Financial Officer, and Secretary of the Company since January 18, 2021. Prior to joining the Company, Mr. Morberg was Chief Financial Officer and General Counsel for BL Restaurant Holdings, LLC (“BL Holdings”), a national restaurant chain from February 2018 to June 2019. Prior to that, from June 2007 to January 2017 Mr. Morberg served in various roles at Garden Fresh Restaurant Corp, including as the Chief Executive Officer, Chief Financial Officer and General Counsel, and a board member. Prior to such roles, he also served as Chief Financial Officer of DEI Holdings, Inc., through its initial public offering and through the early stages of being a public company and worked for eight-years as Vice President and Controller of Petco. In January 2020, after Mr. Morberg’s tenure as the Chief Financial Officer and General Counsel of BL Holdings, it filed a voluntary petition for bankruptcy under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for Delaware (Case No. 20-10156). Pursuant to a plan of liquidation filed by Hooper Holmes and its subsidiaries, and a trustee has been appointed to dissolve the company. Mr. Morberg began his career in the audit practice of KPMG, working primarily with life sciences and technology related companies. Mr. Morberg has a Juris Doctor from the University of the Pacific, McGeorge School of Law and a BBA, Accounting from the University of San Diego, and is a licensed attorney, a member of the State Bar of California and is a Certified Public Accountant (inactive).

Relationships and Arrangements

There is no family relationship between any of Company’s directors or executive officers and, to the best of our knowledge, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings which are required to be disclosed pursuant to the rules and regulations of the the SEC. There are no arrangements between any director or executive officer of the Company and any other person pursuant to which he/she was, or will be, selected as a director or executive officer, respectively, except for certain Board designation rights provided to certain stockholders under the Series A Convertible Preferred Share Purchase Agreement as described below under the section captioned “Certain Relationships and Related Transactions – Series A Convertible Preferred Share Purchase Agreement”.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and holders of more than ten percent of the Company’s Common Stock are required by ~~this item will be contained~~SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely upon review of the copies of such reports filed with the SEC and written representations that no other reports were required, during the fiscal year ended May 28, 2023 all Section 16(a) filing requirements applicable to the Company’s officers, directors and holders of more than ten percent of the Company’s Common Stock were satisfied except for one late Form 4 for Wynnefield Capital Inc., filed on January 18, 2023, with respect to three transactions.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics, which contains our code of business conduct and ethics for our directors, officers, employees and certain affiliates in accordance with applicable federal securities laws, a copy of which is available on the ~~Registrant’s definitive proxy statement~~Company’s website at www.lifecore.com. If we amend or ~~in an amendment~~grant a waiver of one or more of the provisions of

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our Code of Business Conduct and Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer (or persons performing similar functions) by posting the required information on the Company’s website at www.lifecore.com. The information found on the website is not part of this Annual Report on Form ~~10-K~~10-K.

Director Nominations

No material changes have been made to the procedures by which stockholders may recommend nominees to our Board of Directors.

Board Governance

Our Board has three standing committees: Audit, Compensation, and Nominating and Governance. The Board has adopted a charter for each standing committee. The Board has determined that Mr. Barbarosh, Dr. Calloway, Mr. Diradoorian, Mr. Edwards, Ms. Houde, Mr. Kiper, Mr. Obus, and Mr. Schechter are independent directors as defined in the Nasdaq Stock Market (“Nasdaq”) listing rules.

The Company provides information about its corporate governance policies, including the Company’s Code of Ethics, Corporate Governance Guidelines, and charters for the Audit, Nominating and Corporate Governance, and Compensation Committees of the Board of Directors on the Corporate Governance page of its website. The website can be ~~filed~~found at www.lifecore.com.

Audit Committee

The Audit Committee currently consists of Mr. Edwards (Chairperson), Mr. Diradoorian, and Ms. Houde. In the determination of the Board of Directors, each of Mr. Edwards, Mr. Diradoorian, and Ms. Houde meets the independence requirements of the SEC and Nasdaq applicable to members of the Audit Committee, including the heightened independence requirements for audit committee membership pursuant to SEC requirements, and each meets the financial literacy requirements of the SEC and Nasdaq applicable to members of the Audit Committee. The Board of Directors has also determined that each of Mr. Edwards and Ms. Houde is an “audit committee financial expert” within the meaning of applicable SEC rules. The Audit Committee assists the Board of Directors in its oversight of Company affairs relating to the quality and integrity of the Company’s financial statements, the qualifications and independence of the Company’s independent registered public accounting firm, the performance of the Company’s internal audit function and independent registered public accounting firm, and the Company’s compliance with legal and regulatory requirements. The Audit Committee is responsible for appointing, compensating, retaining, and overseeing the ~~Securities~~Company’s independent registered public accounting firm, approving the services performed by the independent registered public accounting firm and ~~Exchange Commission not later than September 27, 2021 (120 days after~~reviewing and evaluating the ~~Registrant’s~~Company’s accounting principles and its system of internal accounting controls. The Audit Committee is also responsible for administering our Related Party Transaction Policy, and reviewing and approving all such related party transactions. The Audit Committee held seven meetings during fiscal year ~~end covered~~2023.

Compensation Committee

The Compensation Committee currently consists of Mr. Schechter (Chairperson), Mr. Obus, Mr. Diradoorian, and Mr. Barbarosh. In the determination of the Board of Directors, each of Mr. Schechter, Mr. Diradoorian, Mr. Obus, and Mr. Barbarosh meets the current independence requirements of the SEC and Nasdaq applicable to members of the Compensation Committee. The function of the Compensation Committee is to review and set the compensation of the Company’s CEO and certain of the Company’s most highly compensated officers, including salary, bonuses and other cash incentive awards, and other forms of compensation, and to administer the Company’s stock plans and approve stock equity awards. The Compensation Committee held three meetings during fiscal year 2023.

Nominating and Governance Committee

The Nominating and Corporate Governance Committee currently consists of Ms. Houde (Chairperson), Mr. Edwards and Mr. Obus, each of whom, in the determination of the Board of Directors, meets the current independence requirements of the SEC and NASDAQ applicable to members of the Nominating and Corporate Governance Committee. The functions of the Nominating and Corporate Governance Committee are to recommend qualified candidates for appointment and election as executive officers and directors of the Company, oversee the Company’s corporate governance policies, and lead the annual self-evaluation of the Board of Directors. The Nominating and Corporate Governance Committee held one meeting during fiscal year 2023.

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The Nominating and Corporate Governance Committee will consider director nominees proposed by ~~this Annual Report~~current directors, officers, employees, and stockholders. Any stockholder who wishes to recommend candidates for consideration by the Nominating and Corporate Governance Committee may do so by writing to the Secretary of the Company, and providing the candidate’s name, biographical data, and qualifications. Regarding the consideration of director candidates recommended by stockholders the Nominating and Corporate Governance Committee policy is to evaluate any such nominees based on ~~Form 10-K)~~the same criteria as all other director nominees. In selecting candidates for the Board of Directors, the Nominating and Corporate Governance Committee strives for a variety of experiences and backgrounds that add depth and breadth to the overall character of the Board of Directors. The Nominating and Corporate Governance Committee evaluates potential candidates using standards and qualifications, such as the candidates’ business experience, independence, diversity, skills, and expertise to collectively establish a number of areas of core competency of the Board of Directors, including business judgment, management and industry knowledge. Although the Nominating and Corporate Governance Committee does not have a formal policy on diversity, it believes that diversity is ~~incorporated herein~~an important consideration in the composition of the Board of Directors, and it seeks to include Board members with diverse backgrounds and experiences. As required by ~~reference.~~Nasdaq rules, information regarding self-identified gender and demographic background statistics for the Board is set forth on Appendix A. Further criteria include the candidates’ integrity and values, as well as the willingness to devote sufficient time to attend meetings and participate effectively on the Board of Directors and its committees. In addition, pursuant to the Certificate of Designations, the holders of the Series A Preferred Stock currently have the right to nominate two nominees to the Board of Directors, which are Christopher Kiper and Nathaniel Calloway.

Insider Trading Policy

We have adopted an insider trading policy that governs the purchase, sale, and/or other disposition of our securities by our directors, officers, and employees, as well as their immediate family members and entities owned or controlled by them, and that is designed to promote compliance with insider trading laws, rules and regulations.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2023, none of the Company’s executive officers served on the Board of Directors of any entities whose directors or officers serve on the Committee. None of the Compensation Committee’s current members has at any time been an officer or employee of Lifecore. None of Lifecore’s executive officers currently serve, or in the past fiscal year have served, as members of the Board of Directors or compensation committee of any entity that has one or more of its executive officers serving on Lifecore’s Board of Directors or the Compensation Committee.

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Item 11. Executive Compensation

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives and structure of our fiscal year 2023 executive compensation program. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further historical compensation information.

The following executive officers constituted our Named Executive Officers (“NEO”):


			Name			Position
			James G. Hall			President and Chief Executive Officer
			John D. Morberg			Executive Vice-President, Chief Financial Officer and Secretary
			Albert D. Bolles, Ph.D.			Former President and CEO

Fiscal year 2023 was a transition year for Lifecore as the food assets of Curation Foods were sold, the Company was transformed into a life sciences company and the name changed from Landec to Lifecore Biomedical, leadership was moved from California to the Lifecore entity in Chaska, Minnesota, and Mr. Hall became CEO to succeed Dr. Bolles. On August 10, 2022, Dr. Bolles resigned as the Company’s Chief Executive Officer and as a director of the Board, effective immediately, to transition to serve as President of Curation Foods. As described further below, Dr. Bolles and the Company entered into a Transition and Separation Agreement providing for Dr. Bolles’ separation from the Company. On August 10, 2022, the Board appointed Mr. Hall as the Company’s Chief Executive Officer and as a director of the Board, succeeding Dr. Bolles.

CD&A Reference Guide


			Executive Summary			Section I
			Compensation Philosophy and Objectives			Section II
			Establishing Executive Compensation			Section III
			Compensation Competitive Analysis			Section IV
			Elements of Compensation			Section V
			Additional Compensation Practices and Policies			Section VI

I. Executive Summary

Strategy

Our goal remains to deliver value to all stockholders by maximizing profitable growth, while simultaneously respecting and preserving the planet for future generations. To this end, we will continue to focus on activities that advance profitable growth, operational excellence, consumer and customer driven innovations, sustainability, and exceptional care of all people.

Lifecore

Lifecore is an FDA-registered and EU-certified CDMO business, which is focused on product development and manufacturing of sterile injectable products. Lifecore seeks to expand its presence in the CDMO marketplace by partnering with biopharmaceutical and biotechnology companies to bring their unique therapies to market. Lifecore’s goal of continuing success is based on the execution of its three strategic priorities:

1) Managing Business Development Pipeline: Accelerating product development activities for small and large biopharmaceutical and biotechnology companies in various stages of the product lifecycle, spanning from the clinical development stage to commercialization, which aligns with the business’ overall product development strategy.

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2) Maximizing Capacity: Meeting customer demand by maximizing capacity in the syringe and vial multi-purpose filler production line to significantly increase the number of products produced.

3) Advancing Product Commercialization: Continuing to seek out opportunities to advance customers’ late-stage product development activities by supporting their clinical programs and commercial process scale-up activities.

Curation Foods

Curation Foods was the Company’s natural food business. In fiscal year 2023 the Company completed its stockholder value creation program, Project SWIFT, which aimed to simplify the business, and right size the organization. As part of Project SWIFT, the leadership of the Company was moved to Chaska, Minnesota from California, the CEO role was transitioned from Dr. Bolles to Mr. Hall during the first fiscal quarter, and the Company’s name was changed from Landec to Lifecore Biomedical.

•Short-term Incentive Compensation Program

Our short-term incentive program is designed to focus our executives on the achievement of annual objectives which we believe will drive the delivery of enhanced stockholder value over the long term. The Lifecore fiscal year 2023 annual cash incentive award was based on Lifecore exceeding minimum Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) of $33.413 million. Upon achieving this adjusted EBITDA bonus funding gate, then 75% of the bonus was based on adjusted EBITDA (goal was $38.805 million), and 25% on Lifecore revenue level (goal was $128.1 million.). No cash bonuses were earned or paid in fiscal year 2023 because adjusted EBITDA did not meet the threshold of $33.413 million. Dr. Bolles at Curation Foods was not eligible for a short-term incentive cash bonus in fiscal year 2023 because his transition was expected as part of the planned transformation of the Company from Landec to Lifecore.

•Continued Strong Stockholder Support for Our Pay Program

At the 2022 Annual Meeting of Stockholders, once again, we received strong support for our say-on-pay proposal (over 93.5%). Our Compensation Committee believes this reflects stockholders’ support for our pay-for-performance philosophy and practice.

•Components of Our Compensation Program

The Compensation Committee oversees our executive compensation program, which includes several compensation elements that have each been tailored to reward specific aspects of overall Lifecore and business line performance that the Board believes are central to delivering long-term stockholder value.


Base Salary			Base salaries are set to be competitive to the marketplace. Base salaries are not automatically adjusted annually but instead are adjusted when the Compensation Committee judges that a change is warranted due to changes in an executive officer’s responsibilities, demonstrated performance or relevant market data.
Short-Term Incentives			Funding of the fiscal year 2023 annual cash incentive pool at target was based 75% on adjusted EBITDA and 25% on revenue, but only if Lifecore achieved Adjusted EBITDA $33.413 million. The maximum payout was 200% of their target bonus for all plan participants.
Long-Term Incentives			Long-term equity awards provide an incentive to executives to increase long-term stockholder value, while also providing a retention vehicle for our executives. The Compensation Committee used an approximate mix of 30% Restricted Stock Units (“RSUs”) and 70% options for NEO's to promote the options inherent requirement to increase stock price to realize value while providing some retention in the form of three-year cliff vesting RSUs.

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Compensation Governance Practices

Our pay-for-performance philosophy and compensation governance practices provide an appropriate framework for our executives to achieve our financial and strategic goals without encouraging them to take excessive risks in their business decisions. Some of our practices include:


Best Practices We Employ
Long-term focus. The majority of our executive compensation is tied to long-term performance.
Equity Ownership Guidelines. We have robust equity ownership guidelines of 5x salary for our CEO and 3x salary for other executive officers.
Equity Holding Requirements. We have implemented holding requirements for executives wherein each executive must retain at least 50% of equity granted until minimum share ownership requirements are achieved.
Clawback Policy. We have implemented a recoupment, or “clawback” policy, to recover incentive compensation in the event of certain restatements of the financial results of the Company. Effective October 2, 2023, we enhanced our compensation recoupment policy to comply with Section 10D of the Exchange Act and Rule 10-D promulgated thereunder, as well as Nasdaq listing rules.
No Excessive Benefits. We offer limited perquisites and other benefits to our executive officers.
No Section 280G Gross-ups. None of our executive officers are entitled to an excise tax gross-up of the payments received in connection with a change in control.
Director Independence. The Compensation Committee is made up entirely of independent directors.
Independent Compensation Consultant. The Compensation Committee retains an independent compensation consultant to advise on our executive compensation programs and practices.

Say on Pay Voting Results

At the 2022 Annual Meeting of Stockholders, our say-on-pay proposal received strong support, garnering support from over 93.5% of votes cast. The Compensation Committee believes this reflects stockholder support for our past executive compensation philosophy, policies, and programs.

II. Compensation Philosophy and Objectives

Lifecore’s compensation program is intended to meet three principal objectives:

1)attract, retain and reward officers and other key employees;

2)motivate these individuals to achieve the Company’s short-term and long-term strategic goals; and

3)align the interests of our executives with those of our stockholders.

The compensation program is designed to balance an executive’s achievements in managing the day-to-day business and addressing shorter-term challenges facing the Company and its subsidiaries, such as competitive pressures, or regulatory delays, with incentives to achieve our long-term goal of increasing profitability in our biomaterials businesses by creating innovative products and efficient manufacturing processes.

Other considerations for assessing the amount of salary, short-term incentive, and long-term incentive compensation include Lifecore’s business objectives, its fiduciary and corporate responsibilities (including internal equity considerations and affordability), competitive practices and trends and regulatory requirements.

III. Establishing Executive Compensation

Lifecore Biomedical’s executive compensation program is overseen and administered by the Compensation Committee, which is comprised entirely of independent directors as determined in accordance with applicable Nasdaq and SEC rules. The Compensation Committee operates under a written charter adopted by our Board of Directors. A copy of the Compensation Committee’s charter is available at www.lifecore.com.

In determining the elements of compensation that are used to implement Lifecore’s overall compensation policies, the Compensation Committee takes into consideration a number of objective factors related to Lifecore’s performance, such as, EBITDA, revenue, cash flow and operational performance, as well as the competitive practices in the compensation peer group. The Compensation Committee evaluates the Company’s financial and strategic performance in the context of determining

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compensation as well as the individual performance, succession plans and importance to our future success of each executive officer.

The Compensation Committee meets regularly to review overall executive compensation. The Compensation Committee also meets with Lifecore’s CEO and other executives to obtain recommendations with respect to Company compensation programs, practices and packages for executives and other employees. The CEO makes recommendations to the Compensation Committee on the base salary, annual cash incentive targets and equity compensation for the executive team and other employees, but not for herself or himself. The Compensation Committee has the ultimate responsibility for determining executive compensation.

Role of the Compensation Consultant

The Compensation Committee retained Frederic W. Cook & Co (“FW Cook”) to provide consulting services in fiscal year 2023, including advice on the compensation philosophy, incentive plan designs, executive compensation analysis, and CD&A disclosure, among other compensation topics. FW Cook provides no services to the Company other than consulting services provided to the Compensation Committee.

The Compensation Committee has conducted a specific review of its relationship with FW Cook and determined that FW Cook’s work for the Compensation Committee does not raise any conflicts of interest. FW Cook’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Act, the SEC and Nasdaq.

IV. Compensation Competitive Analysis

Our Compensation Committee uses peer group information ~~required~~to provide context for its compensation decision-making for our executive officers. The Compensation Committee reset the peer group before making fiscal year 2023 compensation decision so that the peers reflected the Lifecore business and its market for both life sciences executive talent and for investment.

Fiscal Year 2023 Peers and Philosophy

Peer group data is gathered with respect to base salary, bonus targets and equity awards (including stock options, performance shares, restricted stock and long-term, and any cash-based long-term awards). To assist in determining compensation for fiscal year 2023, FW Cook helped the Compensation Committee to identify companies similar to Lifecore with respect to life sciences sector, market capitalization and revenue to provide a broad perspective on competitive pay levels and practices. This determination of the peer group companies occurred in late fiscal year 2022 to prepare for fiscal year 2023 decision-making. Peer companies generally fell into the following parameters:

•Sector: Contract development and manufacturing organizations, contract research organizations, medical technology and device, commercial drug development or pharma, and healthcare.

•Revenue: Revenue up to $300 million.

•Market Capitalization: up to $1.1 billion in the prior fiscal year, which was up to a little less than 4x Lifecore’s market capitalization when work occurred.

Using these criteria, the Compensation Committee determined that the following 19 companies comprised the Company’s 2023 peer group. At the time the Compensation Committee set the fiscal year 2023 peer group, Lifecore’s market capitalization was approximately $280 million as compared to the median market capitalization of the peer group companies of approximately $160:

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ANI Pharma			OraSure Tech
Anika Thera			Orgenesis
Artivion			ProPhase Labs
Avid Bioservices			Retractable Tech
Cerus			Sharps Compliance
ChromaDex			Sientra
Harvard Bioscience			Societal CDMO
iBio			Standard Bio Tools
Infu System			Surmodics
Inotiv

The Compensation Committee does not benchmark compensation to a particular level, but rather uses competitive market data as a reference point among several when determining appropriate pay levels. On an overall basis, Lifecore’s goal is to target total compensation for executive officers at a level that is near the 50th percentile within the 2023 peer group, but other considerations include each executive’s particular experience, unique and critical skills, scope of responsibilities, proven performance, succession management and retention considerations, and the need to recruit new executives. The Compensation Committee analyzes base pay, target cash compensation and target total direct compensation within this broader context.

The CEO’s salary, target cash compensation, equity award value, and total compensation during fiscal year 2023 was set below the median of the fiscal year 2023 peers upon promotion of Mr. Hall to the CEO role.

V. Elements of Compensation

As outlined above, there are three major elements that comprise Lifecore’s executive compensation program: (i) base salary; (ii) annual cash incentive opportunities; and (iii) long-term incentives, which for fiscal year 2023, were in the form of stock options and restricted stock units.

Further, for Dr. Bolles, severance was provided upon his termination consistent with the terms of his employment agreement.

Base Salaries

The base salaries of executive officers are set at levels intended to be competitive with those companies in our peer group with which we compete for executive talent. All were either at or slightly below the median and increases were set at or below the market rate, except where a market shortfall was detected or for a high performing employee critical to future success. In determining base salary, the Compensation Committee also considers factors such as:

•job performance

•skill set

•prior experience

•the executive’s time in his or her position with Lifecore

•internal consistency regarding pay levels for similar positions or skill levels within the Company

•location of the position

•whether the role was corporate or divisional

•external pressures to attract and retain talent and

•market conditions generally

Mr. Hall’s salary in fiscal year 2023 was increased to reflect his promotion from the head of the Lifecore division to CEO of Lifecore after the majority of the Company’s food assets were divested. In fiscal years 2023 and 2022, annual base salaries for our named executive officers were as follows:


Name	FY 2023		FY 2022		% Change
James G. Hall	$	500,000	$	344,844	45	%
John D. Morberg	$	448,050	$	422,300	6	%
Albert D. Bolles, Ph. D.	$	657,758	$	657,758	—	%

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Annual Cash Incentive Award Plan

Lifecore maintains an annual cash incentive award plan (the “Cash Incentive Award Plan”) for senior executives to encourage and reward achievement of Lifecore’s business goals and to assist Lifecore in attracting and retaining executives by ~~this item~~offering an opportunity to earn a competitive level of compensation. This plan is consistent with our overall pay-for-performance philosophy and our goal of attracting and retaining top level executive officers in the industry.

In keeping with our pay for performance philosophy, a portion of our executives’ annual compensation is “at risk” compensation. This has resulted in most of our Named Executive Officers not receiving any annual cash incentive award or only a portion of their targeted award in recent years.

Award targets are set as a percentage of base salary. Incentive award targets and ranges are typically set early in each fiscal year, together with performance goals. The overall corporate and business unit objectives are intended to be challenging but achievable. Such objectives are based on actual performance compared to predetermined financial performance targets, which are weighted depending upon whether the employee is a member of a business unit or the corporate staff. Incentive award targets and criteria for executive officers are subject to approval by the Compensation Committee.

Fiscal Year 2023 Cash Incentive Award Plan

The Cash Incentive Award Plan for fiscal year 2023 included financial objectives for Lifecore. The financial objectives used were Adjusted EBITDA (weighted 75%) and Revenue (weighted 25%). The goals were based on the internal operating plan approved by the Board of Directors for fiscal year 2023. Adjusted EBITDA was used as the primary metric because it requires both top line revenue and cost control which are viewed as inputs for creating stockholder value, while revenue was added as a lesser measure in fiscal year 2023 to reflect an incentive to grow Lifecore’s business as part of the transition. The focus on Adjusted EBITDA was further reinforced with a requirement to achieve threshold.

For fiscal year 2023, the target annual cash incentive award was 100% of base salary for Mr. Hall and 60% of base salary for Mr. Morberg, while Mr. Bolles was not provided a fiscal year 2023 cash incentive opportunity due to the previously described transition in the Chief Executive Officer role position.

Performance Goals

In fiscal year 2023, performance measures were broken into two categories:

Lifecore: Adjusted EBITDA of $38.805 million with Adjusted EBITDA performance weighted 75% and revenue goal of $128.1 million, with revenue performance weighted 25%. Adjusted EBITDA is defined as EBITDA, excluding restructuring charges, other non-recurring charges, and management fees, and including the cost of bonuses.


75% Weighting EBITDA Portion of Bonus							+	25% Weighting Revenue Portion of Bonus
($000s)			% of		% EBITDA			($000s)			% of		% Revenue
	FY23		EBITDA		Target				FY23		Revenue		Target
	EBITDA		Goal		Earned				Revenue		Goal		Earned
Cap	$	50,447	130	%	175	%		Cap	$	147,315	115	%	115	%
Goal	$	38,805	100	%	100	%		Goal	$	128,100	100	%	100	%
Threshold	$	33,413	86	%	—	%		Threshold	$	115,290	90	%	90	%
Interpolation used if performance is between points shown.
EBITDA threshold must be met for any bonus to be earned.

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Fiscal Year 2023 Earned Annual Cash Incentives

No bonus would be earned if Adjusted EBITDA was below the threshold of $33.413 million under the fiscal year 2023 Plan, and actual Adjusted EBITDA was $7.24 million for fiscal 2023.As a result of falling short of the Plan threshold, the Company did not pay any performance bonus to Mr. Hall or to Mr. Morberg for fiscal 2023. Based on the metrics and actual performance described above, the Named Executive Officers’ target annual incentive awards and actual amounts earned for fiscal year 2023 were as follows:


Name	Target as % of Base Salary	Target ($)	Actual 2023 Cash Award ($)
James G. Hall	100%	$500,000	—
John D. Morberg	60%	$268,830	—

Long-Term Incentive Compensation

Lifecore provides long-term incentive compensation through equity-based, and awards intended to align the interests of officers with those of the stockholders by creating an incentive for officers to maximize long-term stockholder value. At the same time, our long-term awards are designed to encourage officers to remain employed with Lifecore despite a competitive labor market in our industry.

Award Types

Awards to eligible employees, including Named Executive Officers, are generally made on an annual basis. Equity-based awards historically have taken the form of stock options and RSUs. The RSUs to ensure retention through short-term market volatility typically vest on the third anniversary of the grant date. Stock option awards provide that one-third vests on the first anniversary of the grant date and then 1/36th of the remaining unvested amount vests each month thereafter.

Lifecore grants stock options because they can be an effective tool for meeting Lifecore’s goal of increasing long-term stockholder value. Employees are able to profit from stock options only if Lifecore’s stock price increases in value over the stock option’s exercise price. Lifecore also granted RSUs to ensure retention through short-term market volatility, while still maintaining the link to shareholder value. Fewer RSUs are needed to provide the same retention and incentive value as a stock option and the Company’s internal view during fiscal 2023 was that one RSU was equivalent to two stock options, which was based generally on the Black-Scholes value of options.

In fiscal year 2023, the Compensation Committee utilized stock options and restricted stock units for the Named Executive Officers because they are a simple way to ensure that executives realize a reward in the event that stockholders experience stock price appreciation and for retention.

Equity Grants in Fiscal Year 2023

In general, long-term incentive awards granted to each executive officer are determined based on a number of qualitative factors, considered holistically, including an analysis of competitive market data, the officer’s degree of responsibility, general level of performance, ability to affect future Company performance, salary level, promotion to CEO (in the case of Mr. Hall) and recent noteworthy achievements, as well as prior years’ awards. Further, the awards to the two ongoing Lifecore NEOs, Mr. Hall and Mr. Morberg, were made in two parts with the first award reflecting their responsibility prior to Lifecore becoming the primary company and the second award reflecting the Company’s change from Landec to Lifecore.Dr. Bolles was not provided an equity award in fiscal 2023. Awards to Mr. Hall and Morberg were primarily options as shown in the table below:

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Equity

Grant

Conversion

Option-

Implied

Type

Name

Date

to Options (1)

Equivalents

Equity Mix

Options

Hall

7/14/2022

60,000

70% Options

Hall

8/11/2022

150,000

RSUs

Hall

8/11/2022

45,000

90,000

30% RSUs

Total Option-Equivalents

300,000

Options

Morberg

7/14/2022

50,000

63% Options

Morberg

8/11/2022

13,000

RSUs

Morberg

7/14/2022

5,123

10,246

37% RSUs

Morberg

8/11/2022

13,500

27,000

Total Option-Equivalents

100,246

(1)

The Company's view was that 1 RSU was equivalent to 2 options

In total, the number of stock option and RSUs awarded to Messrs. Hall and Morberg was as follows:


Name	Stock Options (#)	RSUs (#)
James G. Hall	210,000	45,000
John D. Morberg	63,000	18,623

VI. Additional Compensation Policies and Practices

Clawback Policy

In May 2014, the Board of Directors adopted an executive compensation clawback policy, which provides for recoupment of executive incentive compensation in the event of certain restatements of the financial results of the Company. Under the policy, in the event of a substantial restatement of the Company’s financial results due to material noncompliance with financial reporting requirements, if the Board of Directors determines in good faith that any portion of a current or former executive officer’s incentive compensation was paid as a result of such noncompliance, then the Company may recover that portion of such compensation that was based on the erroneous financial data. In determining whether to seek recovery of compensation, the Board of Directors or the Compensation Committee may take into account any considerations it deems appropriate, including whether the assertion of a claim may violate applicable law or adversely impact the interests of the Company in any related proceeding or investigation, the extent to which the executive officer was responsible for the error that resulted in the restatement, and the cost and likely outcome of any potential litigation in connection with the Company’s attempts to recoup such compensation. The Board of Directors and the Compensation Committee is considering the application of the May 2014 executive compensation clawback policy in light of the previously disclosed restatements of the Company’s financial statements as of and for the fiscal years ended May 29, 2022 and May 30, 2021, as well as other periods.

On November 30, 2023, the Board of Directors adopted a compensation recoupment policy with an effective date of October 2, 2023, in order to comply with Nasdaq Listing Rules and Rule 10D-1 promulgated under the Exchange Act. The policy will be ~~contained~~administered by the Compensation Committee of the Board consisting solely of directors that are “independent” under rules of the Nasdaq Stock Market or, in the ~~Registrant’s definitive proxy statement~~absence of such committee, the independent directors serving on the Board of Directors (acting by a majority). The policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers (each, a “Covered Officer”) of the Company in the event of any required accounting restatement of the financial statements of the Company due to the material noncompliance of the Company with any financial reporting requirement under the applicable U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Under the policy Company must recoup from the Covered Officer erroneously awarded incentive

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compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare such accounting restatement, as well as any required transition period resulting from a change in the Company’s fiscal year.

Transactions in Company Securities

Our insider trading policy prohibits our directors, officers, and employees from engaging in certain speculative or hedging transactions in our securities, such as puts, calls, collars, swaps, forward sale contracts, and other derivative securities transactions involving the Company’s equity securities, on an exchange or in any other organized market.

Executive Stock Ownership Requirements

To promote a focus on long-term growth and to align the interests of the Company’s officers with those of its stockholder, the Board of Directors has adopted stock ownership guidelines requiring certain minimum ownership levels of Common Stock, based on position:


Position			Requirement
CEO			5x base salary
Other executive officers			3x base salary

For purposes of the guidelines, the value of a share of Common Stock, outstanding options, and/or unvested RSUs is measured as the greater of (i) the then current market price or (ii) the closing price of a share of Common Stock on the date when the stock was acquired.

Newly appointed executive officers have five years from the date they are appointed or promoted to meet these guidelines. In the event of an ~~amendment~~increase in base salary, the executive officer will have two years from the date of the increase to acquire any additional shares or RSUs needed to meet the guidelines. Until the required ownership level is reached, executive officers are required to retain 50% of net shares acquired upon any future vesting of RSUs and/or exercise of stock options, after deducting shares used to pay any applicable taxes and/or exercise price. All named executive officers of the Company were in compliance with these guidelines as of May 28, 2023.

Re-location Bonus for Chief Financial Officer Mr. Morberg

Mr. Morberg was hired to be the Chief Financial Officer of Landec in 2021. Mr. Morberg and Landec were based in California from the time of hire until fiscal 2023. In fiscal 2023 Mr. Morberg re-located from California to the Company’s new headquarters in Minnesota following the transition from Landec to Lifecore. The Compensation Committee determined to provide Mr. Morberg with re-location assistance for $60,000 to cover expenses for moving, temporary housing, and related travel.

Employment Agreements with Current Executive Officers

We do not have any employment agreement with James G. Hall, who serves as our President and Chief Executive Officer. However, Mr. Hall is a participant in our Executive Change in Control Severance Plan described below under “Executive Compensation and Related Information – Potential Payments upon Termination or Change in Control.”

On January 18, 2021, the Company entered into an executive employment agreement with John D. Morberg, the Company’s Chief Financial Officer, setting forth the terms of his employment (the “Morberg Agreement”). The Morberg Agreement provides that Mr. Morberg will be paid a minimum annual base salary of $448,050, and he will participate in the Company’s annual Cash Incentive Award Plan with a minimum target bonus equal to 60% of his annual base salary (pro-rated for any partial year of service). Mr. Morberg is also eligible to receive reimbursement of certain relocation expenses, as well as future grants of equity-based awards at such times and in such amounts as determined by the Compensation Committee. In connection with his appointment, and pursuant to the terms of the Morberg Agreement, Mr. Morberg also was granted equity awards in the form of a stock option award and an RSU award, each of which was granted on January 18, 2021, pursuant to the Company’s 2019 Stock Incentive Plan. The stock option provides Mr. Morberg with the option to purchase 100,000 shares of the Company’s common stock, exercisable (i) with respect to one-third of the shares underlying the option on January 18, 2022, and (ii) with respect to the remaining shares, in 1/36th installments on each monthly anniversary thereafter, in each case subject to Mr. Morberg’s continued employment through the applicable vesting date. The RSU award provides for the issuance of

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17,500 shares of the Company’s common stock upon vesting, such vesting to occur in full on January 18, 2024, subject to his continued employment through such date.

In the event that Mr. Morberg’s employment is terminated by the Company without “cause” or by Mr. Morberg for “good reason” in either case, Mr. Morberg will be eligible to receive the following payments and benefits: a cash amount equal to Mr. Morberg’s then-current annual base salary, to be paid in substantially equal installments over the 12-month period following the termination date; a cash payment equal to Mr. Morberg’s pro-rated target cash performance bonus for the year in which the termination occurs; Company-subsidized COBRA premium payments for Mr. Morberg and his covered dependents for up to the maximum period permitted under COBRA; and partial accelerated vesting of all outstanding Company equity awards that would have vested over the one-year period following the termination date (or, if either such termination occurs on or within two years following a “change in control,” full accelerated vesting of all outstanding Company equity awards, with performance-based awards vesting at target performance values, unless otherwise specified in the applicable award agreement). Mr. Morberg’s right to receive the severance payments and benefits described above is subject to his delivery and, as applicable, non-revocation of a general release of claims in our favor. Mr. Morberg is not a participant in our Executive Change in Control Severance Plan described below.

As part of the Employment Agreement, Mr. Morberg agreed not to solicit employees or consultants of the Company during his employment and for a period of two years following his termination.

Transition and Separation Agreement with Former Chief Executive Officer

Dr. Albert D. Bolles served as our President and Chief Executive Officer from May 2019 until August 10, 2022, when the Board appointed Mr. Hall as our President and Chief Executive Officer to succeed Dr. Bolles.

In connection with this succession plan, on August 10, 2022, Dr. Bolles and the Company entered into a Transition and Separation Agreement (the “Separation Agreement”). In accordance with the Separation Agreement, Dr. Bolles resigned as our Chief Executive Officer and as a director of the Board on August 10, 2022 and began employment as President of Curation Foods on an at-will basis for a period ending the earlier of the sale of all or substantially all of the Company’s avocado and guacamole business and Dr. Bolles’s termination of employment for any reason (such earlier date, the “Separation Date”). The Separation Date occurred on February 10, 2023, with the sale of the Company’s avocado and guacamole business.

Under the Separation Agreement, Dr. Bolles continued to receive an annual base salary in the amount of $657,758 and continued vesting of Company equity awards that vest based on the passage of time until the Separation Date. The performance restricted stock unit award held by Dr. Bolles as of the Separation Date was forfeited without consideration.

Dr. Bolles was not eligible to participate in the Company’s annual cash bonus plan for fiscal year 2023. However, for purposes of determining any severance benefits under the Separation Agreement, his target bonus was equal to 100% of his base salary.

Additionally, pursuant to the terms of the Separation Agreement, subject to Dr. Bolles’s execution and non-revocation of a general release of claims, continued service through the Separation Date and continued compliance with certain covenants set forth in the Separation Agreement and his employment agreement with the Company, the Company agreed to provide Dr. Bolles with the payments and benefits applicable to a termination by the Company without cause following a change in control as described in his employment agreement dated effective as of July 23, 2020 and amended effective as of May 19, 2022.

Under the employment agreement with Dr. Bolles, in the event of the termination of the employment of Dr. Bolles without cause following a change in control, Dr. Bolles would receive a cash payment equal to 100% of the sum of (i) Dr. Bolles’ then-current annual base salary, plus (ii) his target cash performance bonus for the year in which the termination occurs, to be paid in substantially equal installments over the 18-month period following the termination date.Additionally, Dr. Bolles would be entitled to a cash payment equal to his target bonus, pro-rated by the number of days elapsed in the fiscal year, payable in a lump sum. The Company would also be obligated to pay the monthly premiums for continuing COBRA for Dr. Bolles and his covered dependents for up to the maximum period permitted under COBRA.All of the outstanding Company equity awards (other than the performance restricted stock unit award described in the Separation Agreement) would be immediately vested in full as of the date of termination.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis for fiscal year 2023. Based on the review and discussions, the Compensation Committee recommended to the Board of Directors, and the Board of Directors has approved, that the Compensation Discussion and Analysis be included in Lifecore’s Proxy Statement for its 2023 Annual Meeting of Stockholders and incorporated into our Annual Report on Form 10-K for the fiscal year ended May 28, 2023.

This report is submitted by the Compensation Committee:

Joshua E. Schechter (Chairperson)

Nelson Obus

Raymond Diradoorian

Craig A. Barbarosh

The foregoing report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that Lifecore specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

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Summary Compensation

The following table shows, for (i) James G. Hall, who served as our Chief Executive Officer during a portion of fiscal year 2023 beginning August 10, 2022, (ii) John D. Morberg, who served our Chief Financial Officer in fiscal years 2023 and 2022 and the portion of fiscal year 2021 beginning January 18, 2021, and (iii) Albert D. Bolles who served as our President and Chief Executive Officer during a portion of fiscal year 2023 until his resignation on August 10, 2022 (together referred to as our “Named Executive Officers” or “NEOs”), information concerning compensation earned for services in all capacities during the years indicated.

Summary Compensation Table


Name and Principal Position	Year	Salary ($)		Bonus ($) (1)		Stock Awards ($) (2)		Option Awards ($) (2)		Non-Equity Incentive Plan Compensation ($) (3)		All Other Compensation ($) (4)		Total ($)
James G. Hall	2023	$	485,435	$	—	$	508,950	$	731,661	$	—	$	38,167	$	1,764,213
President and Chief Executive Officer	2022	$	379,972	$	—	$	—	$	201,462	$	294,873	$	36,721	$	913,028
	2021	$	365,373	$	—	$	33,578	$	120,923	$	315,589	$	25,294	$	860,757

John D. Morberg	2023	$	433,359	$	—	$	202,685	$	203,594	$	—	$	87,457	$	927,096
Executive Vice President, Chief Financial Officer, and Secretary	2022	$	420,881	$	—	$	—	$	174,600	$	—	$	22,550	$	618,031
	2021	$	141,923	$	85,416	$	189,525	$	266,884	$	—	$	4,330	$	688,078


Albert D. Bolles	2023	$	538,856	$	—	$	—	$	—	$	—	$	802,582	1,341,438
Former President and Chief Executive Officer	2022	$	655,547	$	—	$	—	$	268,616	$	—	$	32,647	$	956,810
	2021	$	633,592	$	319,300	$	141,840	$	—	$	—	$	36,567	$	1,131,299

(1)The amounts shown were discretionary bonuses.

(2)Reflects the aggregate grant date fair value of restricted stock unit awards and the grant date fair value of option awards in the respective fiscal year, as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation using the assumptions discussed in Note 5, “Stock-based Compensation and Stockholders’ Equity,” in the notes to financial statements included in this Annual Report on Form ~~10-K~~10-K. These amounts do not reflect the actual economic value or gain that will be realized by our Named Executive Officers relating to these awards. The amount of value realized by our executives may be ~~filed with~~significantly different than this figure depending on our future stock price performance.

(3)The amounts shown for each of the ~~Securities and Exchange Commission not later than September 27, 2021 (120 days after~~years reflect the ~~Registrant’s~~annual cash incentive earned for the year noted.

(4)Includes the following amounts for fiscal year ~~end covered by~~2023:


Name	Company-Paid Life Insurance		401k Match		Company-Paid Long Term Disability Insurance		Executive Medical		Severance Benefits		Relocation Allowance		Total
Mr. Hall	$	720	$	10,429	$	4,314	$	22,704	$	—	$	—	$	38,167
Mr. Morberg	$	930	$	15,186	$	313	$	11,028	$	—	$	60,000	$	87,457
Dr. Bolles	$	810	$	11,400	$	—	$	15,327	$	775,045	$	—	$	802,582

For a description of the severance benefits to Dr. Bolles in fiscal year 2023, see “Compensation Discussion & Analysis - Transition and Separation Agreement with Former Chief Executive Officer.”

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Grants of Plan-Based Awards

The following table shows all plan-based awards granted to the Named Executive Officers during fiscal year 2023. The option awards and the unvested portion of the stock awards identified in the table below are also reported in the “Outstanding Equity Awards at Fiscal Year 2023 Year-End” table on the following page.

Grants of Plan-Based Awards


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
	Grant	Threshold	Target	Maximum								-2
Name	Date	($)	($)	($)
James G. Hall	7/14/2022	—	500,000	1,000,000			—		—		—	—
	7/14/2022								60,000	(4)	9.76	187,746
	8/11/2022						—		150,000	(4)	11.31	543,915
	8/11/2022						45,000	(3)				508,950

John D. Morberg	7/14/2022	—	268,830	537,660			—		—		—	—
	7/14/2022								50,000	(4)	9.76	156,455
	7/14/2022						5,123	(3)				50,000
	8/11/2022								13,000	(4)	11.31	47,139
	8/11/2022						13,500	(3)				152,685

Albert D. Bolles		—	—	—			—		—		—	—

(1)Amounts shown are estimated payouts for fiscal year 2023 to the NEOs under the 2023 Cash Incentive Award Plan. The target amount is based on a percentage of the individual’s fiscal year 2023 base salary.

(2)The value of an option award is based on the fair value as of the grant date of such award determined pursuant to ASC 718. The assumptions used to calculate the value of stock option awards are set forth under Note 1 and Note 5 of the Notes to Consolidated Financial Statements included in this Annual Report on Form ~~10-K) and~~10-K. Regardless of the value placed on a stock option on the grant date, the actual value of the option will depend on the market value of the Common Stock at such date in the future when the option is ~~incorporated herein by reference.~~

exercised.

(3)RSU awards provide 100% vesting on the third anniversary of the grant date, subject to continued employment.

(4)Stock option awards provide that 12/36th vests on the first annual anniversary of the grant date and 1/36th vests on each monthly anniversary thereafter; therefore, all options are fully vested three years after the date of grant and have a seven-year term, subject to continued employment.

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Outstanding Equity Awards at Fiscal Year End

The following table shows all outstanding equity awards held by the Named Executive Officers at the end of fiscal year 2023.

Outstanding Equity Awards at Fiscal Year 2023 Year End


		Option Awards				Stock Awards
Name	Date of Grant	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price	Option Expiration	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares Or Units of Stock That Have Not Vested
			(#) (1)	($)	Date	(#) (2)	($) (3)
James G. Hall	8/11/2022	—	150,000	11.31	8/11/2029	45,000	357,300

	7/14/2022	—	60,000	9.76	7/14/2029	—	—
	7/27/2021	45,687	29,313	12.14	7/27/2028	—	—
	7/23/2020	49,568	2,932	9.40	7/23/2027	—	—
	1/7/2020	100,000	—	10.12	1/7/2027	—	—
	7/25/2018	16,875	—	14.35	7/25/2025	—	—
	6/1/2017	75,000	—	14.00	6/1/2024	—	—

John D. Morberg	8/11/2022	—	13,000	11.31	8/11/2029	13,500	107,190

	7/14/2022	—	50,000	9.76	7/14/2029	5,123	40,677

	7/27/2021	39,595	25,405	12.14	7/27/2028	—	—
	1/18/2021	77,666	22,334	10.83	1/18/2028	17,500	138,950

Albert D. Bolles	7/27/2021	100,000	—	12.14	2/10/2025	—	—
	5/27/2020	100,000	—	11.20	2/10/2025	—	—
	5/23/2019	162,000	—	9.35	2/10/2025	—	—

(1)Options granted in fiscal year 2020 or later vest one-third on the first anniversary of the grant date and then 1/36th per month thereafter.

(2)The RSUs vest on the third anniversary of the date of grant, subject to continued employment

(3)Value is based on the closing price of the Common Stock of $7.94 on May 26, 2023 (the last trading day of our fiscal year) as reported on the Nasdaq Global Select Market.

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Option Exercises and Stock Vested

The following table shows all stock options exercised and the value realized upon exercise and the number of stock awards vested and the value realized upon vesting by the Named Executive Officers during fiscal year 2023.

Option Exercises and Stock Vested For Fiscal Year 2023


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (1)
James G. Hall	—	—	10,000	104,200
John D. Morberg	—	—	—	—
Albert D. Bolles	—	—	—	—

(1) The value realized on vesting a stock award is determined by multiplying (a) the number of shares of Common Stock vesting by (b) the market price of our Common Stock on the vesting day.

The following table provides information as of May 28, 2023 regarding the number of shares of Common Stock that may be

issued under our equity compensation plans.

Equity Compensation Plan Information


Plan category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (1))
Equity compensation plans approved by security holders	2,711,115	$11.01	1,500,969
Equity compensation plans not approved by security holders	—	—	—
Total	2,711,115	11.01	1,500,969

(1) Consists of unvested restricted stock units and unexcercised stock options.

(2) Restricted stock units do not have an exercise price; therefore, this column only reflects the weighted-average exercise price of outstanding stock options.

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Potential Payments upon Termination or Change in Control

The following describes the potential payments upon termination or change in control, based on the arrangements in effect as of May 28, 2023, the last day of our fiscal year 2023.

The Executive Change in Control Severance Plan (the “Severance Plan”), provides for the payment of cash severance and other benefits to participants in the event of a qualifying termination of employment in connection with a change in control. Mr. Hall is a participant in the Severance Plan. Mr. Morberg is not a participant in the Severance Plan.

Under the Severance Plan, in the event of a termination of Mr. Hall's employment by us without “cause” or by Mr. Hall for “good reason”, in either case, on or within two years following a “change in control”, Mr. Hall will be eligible to receive the following payments and benefits: a cash payment equal to the sum of 1.0 times (i) the then-current annual base salary, plus (ii) the target cash performance bonus for the year in which the termination occurs, to be paid in a lump sum within 60 days following termination; (iii) a cash payment equal to his pro-rated target cash performance bonus for the year in which the termination occurs; (iv) Company-subsidized COBRA premium payments for Mr. Hall and his covered dependents for up to 12 months; and (v) full accelerated vesting of all outstanding Company equity awards, with performance-based awards vesting at target performance values (unless otherwise specified in the applicable award agreement).

If Mr. Hall's employment with the Company had been terminated without cause or for good reason in connection with a change in control of the company on May 28, 2023, he would have received the benefits under the Severance Plan set forth below.


Name	Cash Severance (1)	Pro-rated Bonus for Year of Termination (2)	Accelerated Vesting of Options (3)	Accelerated Vesting of RSUs (4)	Post-Termination Health Insurance Premiums (5)	Total
James G. Hall	$500,000	1,000,000	$0	$357,300	$39,570	$1,296,870

(1)Reflects the potential payment for Mr. Hall based on 100% of his base salary.

(2)Pro-rated bonus for year of termination is the full target bonus, as well as an additional pro-rated target cash performance because the effective date of the table is the final day of the fiscal year.

(3)The value equals the positive difference, if any, between the option exercise price and the closing price of the Common Stock of $7.94 on May 26, 2023 (the last trading day of our fiscal year) as reported on the Nasdaq Global Select Market, multiplied by the number of options accelerated. For stock options out of the money (exercise price above stock price as of May 28, 2023), there is no value to the acceleration for those options.

(4)The value of accelerated lapse of restricted stock units is determined by multiplying the closing share price of $7.94 on May 28, 2023 (the last trading day of our fiscal year) as reported on the Nasdaq Global Select Market by the number of RSUs whose lapse of restrictions is accelerated.

(5)Twelve months of premiums that would have been paid under COBRA and the Armada Care plan.

If Mr. Hall’s employment with the Company had been terminated without cause or for good reason not in connection with a change of control of the Company, Lifecore would have no further obligations to Mr. Hall other than the obligation to pay to him any earned but unpaid base salary and to provide the other welfare plan or fringe benefits in accordance with the provisions of the applicable plan.

If Mr. Morberg is terminated without cause or if he terminates his employment for good reason (generally, any relocation of Mr. Morberg’s place of employment, reduction in salary, reduction in his target bonus amount or material reduction of his duties or authority), Mr. Morberg will receive a cash amount equal to Mr. Morberg’s then-current annual base salary, to be paid in substantially equal installments over the 12-month period following the termination date; a cash payment equal to Mr. Morberg’s pro-rated target cash performance bonus for the year in which the termination occurs; Company-subsidized COBRA premium payments for Mr. Morberg and his covered dependents for up to the maximum period permitted under COBRA; and partial accelerated vesting of all outstanding Company equity awards that would have vested over the one-year period following the termination date (or, if either such termination occurs on or within two years following a “change in control,” full accelerated vesting of all outstanding Company equity awards, with performance-based awards vesting at target performance values, unless otherwise specified in the applicable award agreement).

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If Mr. Morberg’s employment with the Company had been terminated without cause or for good reason not in connection with a change of control of the Company on May 28, 2023, Mr. Morberg would have received the following severance benefits under the Morberg Agreement:


Name	Cash Severance (1)	Bonus Payment (2)	Accelerated Vesting of Options (3)	Accelerated Vesting of RSUs (4)	Post-Termination Health Insurance Premiums (5)	Total

John D. Morberg	$448,050	268,830	—	$228,575	$38,614	$968,620

(1)Reflects potential payments based on 100% of base salaries as of May 28, 2023.

(2)Reflects pro-rate portion of Mr. Morberg’s target bonus, with 100% earnout since full year completed

(4)The value of accelerated lapse of restricted stock units is determined by multiplying the closing share price of $7.94 on May 26, 2023 (the last trading day of our fiscal year) as reported on the Nasdaq Global Select Market by the number of RSUs whose lapse of restrictions is accelerated.

(5)The maximum amount of premiums that would have been paid under COBRA and the Armada Care plan.

If Mr. Morberg’s employment with the Company had been terminated without cause or for good reason in connection with a change of control of the Company on May 28, 2023, the last day of the 2023 fiscal year, Mr. Morberg would have received the following severance benefits under the Morberg Agreement:


Name	Cash Severance (1)	Bonus Payment (2)	Accelerated Vesting of Options (3)	Accelerated Vesting of RSUs (4)	Post-Termination Health Insurance Premiums (5)	Total

John D. Morberg	$448,050	268,830	—	$286,817	$38,614	$1,026,861

(1)Reflects potential payments based on 100% of base salaries as of May 28, 2023.

(2)Reflects pro-rate portion of Mr. Morberg’s target bonus, with 100% earnout since full year completed.

(5)Reflects the maximum amount of premiums that would have been paid under COBRA and the Armada Care plan.

Mr. Bolles’ employment was terminated on February 10, 2023, in accordance with the Separation Agreement and in accordance with the Separation Agreement, Mr. Bolles received payments and benefits as more fully described above under “Transition and Separation Agreement with Former President and Chief Executive Officer.”

CEO Pay Ratio

The following table sets forth the ratio of the total compensation of the Company’s CEO for fiscal year 2023, James G. Hall, to that of our median compensated employee for the fiscal year ended May 28, 2023.

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CEO total annual compensation	$	1,764,213
Median Employee total annual compensation	$	70,239
Ratio of CEO to Median Employee total annual compensation	25:1

To determine the CEO’s total annual compensation, we used the amount reported in the 2023 “Total” column of our Summary Compensation Table included in this Proxy Statement. Lifecore has elected to identify its median employee every three years unless a significant change in employee population or employee compensation arrangements has occurred. In determining the median compensated employee, we used base salary and actual bonus as the consistently applied compensation metric to determine the median compensated employee. If this resulted in more than one individual at the median level, we assessed the grant date fair value of standard equity awards for these individuals and selected the employee with the median award value. We calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our Named Executive Officers in the Summary Compensation Table.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Principal Stockholders and Management

The following table sets forth the beneficial ownership of the Company’s Common Stock as of March 14, 2024 as to (i) each person who is known by the Company to beneficially own more than five percent of any class of the Company’s voting stock, (ii) each of the Company’s directors and nominee for director, (iii) each of the named executive officers named in the Summary Compensation Table of this proxy statement (the “Named Executive Officers”), and (iv) all directors and executive officers as a group. The business address of each director and executive officer named below is c/o Lifecore Biomedical, Inc., 3515 Lyman Blvd., Chaska, MN 55318.

The number of shares of Common Stock beneficially owned by each person or entity is determined in accordance with the applicable rules of the SEC and includes voting or investment power with respect to shares of our Common Stock. Unless otherwise indicated, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of Common Stock, except to the extent authority is shared by spouses under community property laws.


	Shares Beneficially Owned
Name	Number of Shares of Common Stock (1)	Percent of Common Stock	Series A Preferred Stock Owned	Percent of Series A Preferred Stock		Combined Voting Power
5% Stockholder
Wynnefield Capital, Inc.	4,462,510	14.61%	3,496	8.39	%	16.13%	(2)
Legion Partners Asset Management, LLC	2,950,227	9.66%	13,445	32.26	%	15.95%	(3)
Cove Street Capital, LLC	1,946,194	6.37%	3,227	7.74	%	7.77%	(4) (5)
22NW, LP	1,755,161	5.75%	16,134	38.71	%	13.29%	(6)
Greenhaven Road Investment Management, LP	1,902,639	6.23%	—	—	%	6.23%	(7)
325 Capital	—	—	5,378	12.90	%	2.52%	(8)

Directors, Nominees and Named Executives
Craig A. Barbarosh	58,073	*	—	—		*
Nathaniel Calloway, Ph.D.	1,755,161	5.75%	16,134	38.71%		13.29%	(5)
Raymond Diradoorian	21,796	*	—	—		*
Jeffrey L. Edwards	31,485	*	—	—		*
Katrina L. Houde	41,724	*	—	—		*
Christopher Kiper	2,950,227	9.66%	13,445	32.26%		15.95%	(3)
Nelson Obus	4,481,538	14.67%	3,496	8.39%		16.13%	(2)
Joshua E. Schechter	41,485	*	—	—		*
James G. Hall	442,283	1.45%	—	—		*
John D. Morberg	202,977	*	—	—		*
Albert D. Bolles, Ph.D.	434,883	1.43%	—	—		*	(9)

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All current directors and executive officers as a group (10 persons)	10,094,531	33.05%	33,075	79.36	%	45.37%

* Less than 1%

(1)Includes the following number of shares that could be acquired within 60 days of March 14, 2024, upon the exercise of stock options or vesting of restricted stock units: Mr. Barbarosh 18,182 shares; Mr. Hall, 435,155 shares: Mr. Morberg, 196,174 shares; Dr. Bolles, 362,000 shares; and all current directors and executive officers as a group, 649,511 shares.

(2)This information ~~required~~is based on an Amendment No. 9 to Schedule D filed on January 12, 2023 by ~~this item~~Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”), Wynnefield Capital, Inc. Profit Sharing Plan (“Wynnefield Plan”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”) and Nelson Obus and Joshua H. Landes (collectively, the “Wynnefield Investors”) reporting as of January 9, 2023. According to the Schedule 13D/A, (i) Wynnefield Partners I has sole voting and sole dispositive power over 2,195,710 shares of the Company’s Common Stock (including 222,857 shares issuable upon conversion of the Convertible Preferred Stock); (ii) Wynnefield Partners has sole voting and sole dispositive power over 1,382,436 shares of the Company’s Common Stock (including 148,571 shares issuable upon conversion of the Convertible Preferred Stock); (iii) Wynnefield Offshore has sole voting and sole dispositive power over 929,822 shares of the Company’s Common Stock (including 92,857 shares issuable upon conversion of the Convertible Preferred Stock); (iv) Wynnefield Plan has sole voting and sole dispositive power over 367,350 shares of the Company’s Common Stock; (v) WCM has sole voting and sole dispositive power over 3,578,146 shares of the Company’s Common Stock (including 371,428 shares issuable upon conversion of the Convertible Preferred Stock); (vi) WCI has sole voting and sole dispositive power over 929,822 shares of the Company’s Common Stock (including 92,857 shares issuable upon conversion of the Convertible Preferred Stock); (vii) Nelson Obus has shared voting and shared dispositive power over 4,926,795 shares of the Company’s Common Stock (including 464,285 shares issuable upon conversion of the Convertible Preferred Stock), and (viii) Joshua H. Landes has shared voting and shared dispositive power over 4,875,318 shares of the Company’s Common Stock (including 464,285 shares issuable upon conversion of the Convertible Preferred Stock). Mr. Obus may be deemed to be the beneficial owner of the shares held by the Wynnefield Investors and accordingly, the beneficial ownership of Mr. Obus includes the 4,926,795 shares reported as beneficially owned by the Wynnefield Investors. The address for each of the Wynnefield Investors is 450 Seventh Avenue, Suite 509, New York, New York 10123.

(3)This information is based on an Amendment No. 7 to Schedule 13D filed on January 4, 2024 by Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper and Raymond T. White (the “Legion Investors”) reporting beneficial ownership as of December 23, 2023. According to the Schedule 13D/A, (i) Legion Partners, L.P. I, has shared voting and shared dispositive power over 4,526,789 shares of the Company’s Common Stock (including 1,753,833 shares issuable upon conversion of certain shares of Series A Preferred Stock that are immediately convertible); (ii) Legion Partners, L.P. II, has shared voting and shared dispositive power over 334,055 shares of the Company’s Common Stock (including 166,871 shares issuable upon conversion of certain shares of Series A Preferred Stock that are immediately convertible); (iii) Legion Partners, LLC has shared voting and shared dispositive power over 4,860,844 shares of the Company’s Common Stock (including 1,920,704 shares issuable upon conversion of certain shares of Series A Preferred Stock that are immediately convertible) (iv) Legion Partners Asset Management, LLC has shared voting and shared dispositive power over 4,870,731 shares of the Company’s Common Stock (including 1,920,704 shares issuable upon conversion of certain shares of Series A Preferred Stock that are immediately convertible and 9,887 Shares underlying certain RSUs that will vest within 60 days of the date hereof), and (iv) each of Legion Partners Holdings, LLC, Christopher S. Kiper and Raymond T. White has shared voting and shared dispositive power over 4,870,931 shares of the Company’s Common Stock. Mr. Kiper is a Managing Director of Legion Asset Management, LLC and Managing Member of Legion Partners Holdings and may be ~~contained in the Registrant’s definitive proxy statement or in an amendment to this Annual Report on Form 10-K~~deemed to be the beneficial owner of the shares held by the Legion Investors. Accordingly, the beneficial ownership of Mr. Kiper includes the 4,870,931 shares reported as beneficially owned by the Legion Investors. The address for each of the Legion Investors is 12121 Wilshire Blvd, Suite 1240, Los Angeles, CA 90025.

(4)This information is based on an Amendment No. 1 to Schedule 13D filed on August 15, 2023 by Cove Street Capital LLC (“Cove Street”), Jeffrey Bronchick and CSC Partners Fund, LP reporting ownership as of August 15, 2023. According to the Schedule 13D/A, (i) Cove Street reported sole voting and dispositive power over 267,179 shares, shared voting power over 1,094,183 shares and shared dispositive power over 1,583,440 shares; (ii) Jeffrey Bronchick reported sole voting and dispositive power over 5,303 shares, shared voting power over 1,336,201 shares, and shared dispositive power over 1,583,440 shares; and (iii) CSC Partners Fund, LP reported shared voting and dispositive power over 267,179 shares. Jeffrey Bronchick is a Principal and Portfolio Manager of Cove Street Capital, LLC. Cove

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Street Capital, LLC is a controlling owner of CSC Partners, LLC, which serves as the general partner of CSC Partners Fund, LP. The address for each of the Cove Street Investors is 525 South Douglas Street, Suite 225, El Segundo, California, 90245.

(5)Includes (i) 1,613.39 shares of Series A Preferred Stock over which each of Cove Street Capital, LLC and Jeffrey Bronchick has sole voting power; (ii) 1,613.39 shares of Series A Preferred Stock over which CSC Partners Fund, LP has sole voting and dispositive power. Jeffrey Bronchick is a Principal and Portfolio Manager of Cove Street Capital, LLC. Cove Street Capital, LLC controls CSC Partners Fund, LP. The address for each of the Cove Street Investors is 525 South Douglas Street, Suite 225, El Segundo, California, 90245.

(6)This information is based on an Amendment No. 2 to a Schedule 13D filed on January 11, 2024 by 22NW Fund, LP (“22NW Fund”), 22NW, LP (“22NW”), 22NW Fund GP, LLC (“22NW GP”), 22NW GP, Inc. (“22NW Inc.”), Aron R. English, Bryson O. Hirai-Hadley and Nathaniel Calloway (collectively, the “22NW Investors”) reporting ownership as of January 6, 2024. According to the Schedule 13D/A, the 22NW Investors hold (i) 4,060,005 shares of Common Stock (including 2,304,844 shares issuable upon conversion of the Convertible Preferred Stock) over which each of 22NW Fund, 22NW, 22NW GP, 22NW Inc. and Aron R. English has sole voting and dispositive power; (ii) 583 shares of Common Stock underlying certain RSUs that have vested or will vest within 60 days of January 6, 2024 over which Bryson O. Hirai-Hadley has sole voting and dispositive power and (iii) 9,887 shares of Common Stock underlying certain RSUs that have vested or will vest within 60 days of January 6, 2024over which Nathaniel Calloway has sole voting and dispositive power. The shares are held by 22NW Fund. 22NW Inc. is the general partner of 22NW, which is the investment manager of 22NW Fund. 22NW GP is the general partner of 22NW Fund. Mr. English is the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc. Mr. Hirai-Hadley is a Research Analyst at 22NW. Dr. Calloway is an analyst and partner at 22NW. By virtue of their respective positions, each of Messrs. English and Calloway may be deemed to be the beneficial owner of the 4,060,005 shares beneficially owned by 22NW Fund. The address for each of the 22NW Investors is 1455 NW Leary Way, Suite 400, Seattle, Washington, 98107.

(7)This information is based on a Schedule 13G filed on June 30, 2023 by Scott Miller, Greenhaven Road Investment Management, LP (“Greenhaven IM”), MVM Funds, LLC (“MVM”), Greenhaven Road Capital Fund 1, L.P. (“Greenhaven Fund 1”), and Greenhaven Road Capital Fund 2, L.P (“Greenhaven Fund 2”) reporting beneficial ownership as of June 21, 2023. According to the Schedule 13G, Greenhaven IM is the investment manager of Greenhaven Fund 1 and Greenhaven Fund 2. MVM is the general partner of each Greenhaven Fund 1, Greenhaven Fund 2 and Greenhaven IM. Mr. Miller is the controlling person of MVM. Accordingly, Mr. Miller, Greenhaven IM and MVM may be deemed to beneficially own the Lifecore Common Stock directly beneficially owned by Greenhaven Fund 1 and Greenhaven Fund 2. The address for each of the Greenhaven Investors is 8 Sound Shore Drive, Suite 190, Greenwich, CT, 06830.

(8)Includes (i) 833 shares of Series A Preferred Stock held by 325 Capital Master Fund; (ii) 446 shares of Series A Preferred Stock held by Gothic ERP 649947; (iii) 2,417 shares of Series A Preferred Stock held by Gothic Corp 649429; (iv) 901 shares of Series A Preferred Stock held by Gothic JBD LLC 650324; and (v) 781 shares of Series A Preferred Stock held by Gothic HSP Corp 649359 (collectively, the “325 Capital Investors”). 325 Capital Master Fund LP has voting and investment discretion over the securities held by each of the 325 Capital Investors. The address for each of the 325 Capital Investors is 280 S Mangum St., Suite 210 Durham, NC 27701.

(9) Dr. Bolles ceased serving as an executive officer of the Company on August 10, 2022 and as an employee of the Company effective February 10, 2023. Information is based on Lifecore records and Forms 4 filed with the ~~Securities and Exchange Commission not later than September 27, 2021 (120 days after~~SEC.

Equity Compensation Plan Information

The following table provides information as of May 28, 2023 regarding the ~~Registrant’s fiscal year end covered by this Annual Report on Form 10-K) and is incorporated herein by reference.~~number of shares of Common Stock that may be issued under our equity compensation plans.

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Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	2,711,115	$11.01	1,500,969
Equity compensation plans not approved by security holders	—	—	—
Total	2,711,115	$11.01	1,500,969

Item 13. Certain Relationships and Related Transactions and Director Independence

~~This information required~~Policies and Procedures with Respect to Related Party Transactions

The Audit Committee, all of whose members are independent directors, reviews, approves and/or ratifies all related party transactions (other than compensation transactions). In reviewing related party transactions, the Audit Committee takes into account factors it deems appropriate, such as whether the related party transaction is on terms no less favorable than terms generally available to an unrelated third party under the same or similar conditions and the extent of the related party’s interest in the transaction. To identify related party transactions, each year we require our executive officers and directors to complete a questionnaire identifying any transactions between the Company and the respective executive officer or director and their family members or affiliates. Additionally, under the Company’s Code of Ethics, directors, officers and all other employees and consultants are expected to avoid any relationship, influence or activity that would cause, or even appear to cause, a conflict of interest.

Certain Relationships and Related Transactions

Securities Purchase Agreement

On November 25, 2022, the Company entered into a Securities Purchase Agreement (the “Wynnefield Purchase Agreement”) with entities affiliated with Wynnefield Capital, Inc. and controlled by ~~this item~~the Company’s director, Nelson Obus (the “Purchasers”). Pursuant to the Wynnefield Purchase Agreement, the Company agreed to sell an aggregate of 627,746 shares of its Common Stock (the “Shares”) for aggregate gross proceeds of approximately $5.0 million (the “Offering”). The purchase price for each Share was $7.97. The Offering closed on November 25, 2022. Pursuant to the Wynnefield Purchase Agreement, the Company granted the Purchasers certain piggyback registration rights and agreed, among other things, to indemnify such parties under any registration statement filed that includes the Shares from certain losses, claims, damages and liabilities.

Series A Convertible Preferred Share Purchase Agreement

On January 9, 2023, the Company simultaneously signed and closed the Preferred Share Purchase Agreement with a group of qualified investors (the “Purchasers”), including, among others, entities controlled by the Company’s directors Christopher Kiper and Nelson Obus, and an entity that employs Dr. Calloway. Pursuant to the Preferred Share Purchase Agreement, the Company issued and sold an aggregate of 38,750 shares of a new series of convertible preferred stock of the Company designated as Series A Convertible Preferred Shares, par value $0.001 per share (the “Convertible Preferred Stock”) for an aggregate of $38.8 million. Each share of Convertible Preferred Stock has the powers, designations, preferences and other rights as are set forth in the Certificate of Designations of the Series A Preferred Stock filed by the Company with the Delaware Secretary of State on January 9, 2023 (the “Certificate of Designations”). The Convertible Preferred Stock ranks senior to the Company’s Common Stock with respect to dividends, distributions and payments on liquidation, winding up and dissolution.

Upon a liquidation, dissolution, winding up or change of control of the Company, each share of Convertible Preferred Stock will be ~~contained~~entitled to receive an amount per share of Convertible Preferred Stock equal to the greater of (i) the purchase price paid by the Purchaser, plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii) the amount that the holder of Convertible Preferred Stock (each, a “Holder” and collectively, the “Holders”) would have been entitled to receive at such time if the Convertible Preferred Stock had been converted into Common Stock immediately prior to such liquidation event.

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The Holders will be entitled to dividends on the Liquidation Preference at the rate of 7.5% per annum, payable in-kind (“PIK”). The Company may, at its option, pay such dividends in cash from and after the earlier of June 29, 2026, or the termination or waiver of the restriction on cash dividends and/or redemptions that is set forth in the ~~Registrant’s definitive proxy statement~~Credit Agreements (as defined in the Certificate of Designations) (such earlier date, the “Applicable Date”). The Holders are also entitled to participate in dividends declared or paid on the Common Stock on an as-converted basis.

Upon certain bankruptcy events, the Company is required to pay to each Holder an amount in cash equal to the Liquidation Preference being redeemed. From and after the Applicable Date, each Holder shall have the right to require the Company to redeem all or any part of the Holder’s Convertible Preferred Stock for an amount equal to the Liquidation Preference.

Each Holder has the right, at its option, to convert its Convertible Preferred Stock, in whole or in part, into fully paid and non-assessable shares of Common Stock at an ~~amendment~~initial conversion price equal to $7.00 per share. The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events, and is also subject to adjustment in the event of subsequent offerings of Common Stock or convertible securities by the Company for less than the conversion price. Pursuant to the terms of the Certificate of Designations of the Convertible Preferred Stock filed by the Company with the Delaware Secretary of State on January 9, 2023, unless and until approval of the Company’s stockholders is obtained as contemplated by NASDAQ listing rules, no Holder may convert shares of Convertible Preferred Stock through either an optional or a mandatory conversion into shares of Common Stock if and solely to the extent that the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock that is equal to 19.99% of the amount of Common Stock of the Company outstanding on the date on which we issued the Convertible Preferred Stock (the “Exchange Limit”). Additionally, subject to certain exceptions and waiver by each Holder, the Company will not issue any shares of Common Stock to any respective Holder to the extent that such issuance of Common Stock would result in such Holder beneficially owning in excess of 9.99% of the then-outstanding Common Stock (together with the Exchange Limit, the “Conversion Limits”).

Subject to certain conditions, the Company may from time to time, at its option, require conversion of all or any portion of the outstanding shares of Convertible Preferred Stock to Common Stock if, for at least 20 consecutive trading days during the respective measuring period the closing price of the Common Stock was at least 150% of the conversion price. The Company may not exercise its right to mandatorily convert outstanding shares of Convertible Preferred Stock unless certain liquidity conditions with regard to the shares of Common Stock to be issued upon such conversion are satisfied.

The Holders are entitled to vote with the holders of the shares of Common Stock on all matters submitted for a vote of holders of shares of Common Stock (voting together with the holders of shares of Common Stock as one class) on an as-converted basis, subject to certain limitations, including the Conversion Limits.

Additionally, for so long as 30% of the outstanding Convertible Preferred Stock remains outstanding, certain matters will require the approval of the majority of the outstanding Convertible Preferred Stock, voting as a separate class, including (i) amending, altering or repealing any provision of the Certificate of Designations; (ii) amending, altering or repealing any provision of the Company’s Certificate of Incorporation or Bylaws, in each case, in a manner that adversely affects the powers, preferences or rights of the Convertible Preferred Stock; (iii) increasing or decreasing the authorized number of shares of Convertible Preferred Stock (except to provide for the issuance of PIK dividends); (iv) creating (including by reclassification), issuing shares of or increasing the authorized number of shares of any additional class or series of capital stock of the Company unless such class or series rank junior to the Convertible Preferred Stock and are issued at fair market value; (v) purchasing or redeeming or paying, declaring or setting aside any fund for, any dividend or distribution on, any Common Stock or other Junior Stock (as defined in the Certificate of Designations), other than purchases of equity securities of the Company upon the termination of an employee of the Company or any of its subsidiaries in accordance with the terms of such employee’s employment agreement or any equity incentive or similar plan approved by the Board; or (vi) creating, incurring, granting, entering into, permitting, assuming or allowing, directly or indirectly, (a) any indebtedness by the Company (or any of its subsidiaries), excluding equity securities and non-convertible preferred stock (but including convertible debt), at any time when, or as a result of which, the principal amount of the Company’s total outstanding and available indebtedness exceeds $175,000,000, or (b) any lien, charge or other encumbrance on all or substantially all of the Company’s (or any of its subsidiaries’) properties or assets. In addition, for so long as 30% of the outstanding Convertible Preferred Stock remains outstanding, the Holders have the right to nominate two nominees to the Board of Directors.

Immediately following the closing of the Preferred Share Repurchase Agreement, two Series A Convertible Preferred Stock directors, Nathaniel Calloway and Christopher Kiper, were appointed to the Company’s Board of Directors.

Series A Convertible Preferred Registration Rights Agreement

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On January 9, 2023, in connection with the issuance of the Convertible Preferred Stock, the Company and the Holders also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which, among other things, the Company granted the Holders certain registration rights with respect to the shares of Common Stock issuable upon conversion of the Convertible Preferred Stock. The Registration Rights Agreement contains monetary penalties if the registration statement is not declared effective by the SEC within 90 days of the issuance of the Convertible Preferred Stock on January 9, 2023, or if earlier, the fifth business day after the SEC notifies the Company that the registration statement is not subject to further review. The Registration Rights Agreement also contains monetary penalties if the Company fails to maintain the effectiveness of the registration statement once deemed effective by the SEC. As of May 28, 2023, the Company has accrued approximately $0.5 million in monetary penalties under the Registration Rights Agreement that was paid in June 2023. As of the date of this Annual Report on Form 10-K, the Company has incurred approximately $2.0 million in monetary penalties under the Registration Rights Agreement due to ~~be filed~~delinquent filing of the annual and quarterly reports with the Securities and Exchange Commission not later than September 27, 2021 (120 days after the Registrant’s fiscal year end covered by this Annual Report on Form 10-K) and is incorporated herein by reference.

SEC.

Director Independence

Please see “Board Governance” under Item 10 above.

Item 14. Principal Accountant Fees and Services

~~This information~~Fees Paid to Independent Registered Public Accounting Firm

The following table presents the aggregate fees billed to the Company for professional services rendered by Ernst & Young LLP for the fiscal years ended May 28, 2023 and May 29, 2022.


Fee Category	Fiscal Year 2023		Fiscal Year 2022
Audit Fees	$	5,288,000	$	2,300,000
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees	—		—
Total	$	5,288,000	$	2,300,000

Audit Fees were for professional services rendered for the integrated audit of the Company’s annual financial statements and internal controls over financial reporting, as required by ~~this item will be contained~~Section 404 of the Sarbanes-Oxley Act of 2002, for the review of the Company’s interim financial statements included in the ~~Registrant’s definitive proxy statement or in an amendment to this Annual Report~~Company’s Quarterly Reports on Form ~~10-K~~10-Q, and consultations on matters addressed during the current audit or interim reviews.

Audit Committee Pre-Approval Policies

The Audit Committee pre-approves all audit and permissible non-audit services provided by the Company’s independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Any pre-approval is detailed as to ~~be filed with~~ the ~~Securities and Exchange Commission not later than September 27, 2021 (120 days after the Registrant’s fiscal year end covered by this Annual Report on Form 10-K)~~particular service or category of services and is ~~incorporated herein~~generally subject to a specific budget. The Company’s independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by ~~reference.~~the independent registered public accounting firm in accordance with such pre-approval, and the fees for the services performed to date. The Audit Committee, or its designee, may also pre-approve particular services on a case-by-case basis.

3465

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) 1. Consolidated Financial Statements of Landec Corporation
Page

Report of Independent Registered Public Accounting Firm
36

Consolidated Balance Sheets at May 30, 2021 and May 31, 2020.
39

Consolidated Statements of Operations for the Years Ended May 30, 2021, May 31, 2020 and May 26, 2019.
40

Consolidated Statements of Comprehensive (Loss) Income for the Years Ended May 30, 2021, May 31, 2020 and May 26, 2019.
41

Consolidated Statements of Changes in Stockholders' Equity for the Years Ended May 30, 2021, May 31, 2020 and May 26, 2019.
42

Consolidated Statements of Cash Flows for the Years Ended May 30, 2021, May 31, 2020, and May 26, 2019.
43

Notes to Consolidated Financial Statements
44
2. All schedules provided for in the applicable accounting regulations of the Securities and Exchange Commission have been omitted since they pertain to items which do not appear in the financial statements of Landec Corporation and its subsidiaries or to items which are not significant or to items as to which the required disclosures have been made elsewhere in the financial statements and supplementary notes and such schedules.
3.
Index of Exhibits
78
The exhibits listed in the accompanying Index of Exhibits are filed or incorporated by reference as part of this report.


(a)	1.	Consolidated Financial Statements of Lifecore Biomedical, Inc.	Page

		Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)	67
		Consolidated Balance Sheets at May 28, 2023 and May 29, 2022.	69
		Consolidated Statements of Operations for the Years Ended May 28, 2023, May 29, 2022 and May 30, 2021.	70
		Consolidated Statements of Comprehensive Lo ss for the Years Ended May 28, 2023, May 29, 2022 and May 30, 2021.	71
		Consolidated Statements of Convertible Preferred Stock and Stockholders’ (Deficit) Equity for the Years Ended May 28, 2023, May 29, 2022 and May 30, 2021.	72
		Consolidated Statements of Cash Flows for the Years Ended May 28, 2023, May 29, 2022 and May 30, 2021.	73
		Notes to Consolidated Financial Statements	74

	2.	All schedules provided for in the applicable accounting regulations of the Securities and Exchange Commission have been omitted since they pertain to items which do not appear in the financial statements of Lifecore Biomedical and its subsidiaries or to items which are not significant or to items as to which the required disclosures have been made elsewhere in the financial statements and supplementary notes and such schedules.

	3.	Index of Exhibits	239

		The exhibits listed in the accompanying Index of Exhibits are filed or incorporated by reference as part of this report.

Item 16. Form 10-K Summary

Table of ~~Conten~~tsContents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of ~~Landec Corporation~~Lifecore Biomedical, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ~~Landec Corporation and subsidiaries~~Lifecore Biomedical, Inc. (the Company) as of May ~~30, 2021~~28, 2023 and May ~~31, 2020, and~~29, 2022, the related consolidated statements of operations, comprehensive ~~(loss) income, stockholders' equity and~~loss, cash flows and convertible preferred stock and stockholders’ (deficit) equity for each of the three years in the period ended May ~~30, 2021,~~28, 2023, and the related notes (collectively referred to as the ~~consolidated~~“consolidated financial ~~statements)~~statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May ~~30, 2021~~28, 2023 and May ~~31, 2020,~~29, 2022, and the results of its operations and its cash flows for each of the three years in the period ended May ~~30, 2021,~~28, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the ~~Company's~~Company’s internal control over financial reporting as of May ~~30, 2021,~~28, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated ~~July 29, 2021~~March 19, 2024 expressed an ~~unqualified~~adverse opinion thereon.

Restatement of 2022 and 2021 Financial Statements

As discussed in Notes 1 and 13 to the consolidated financial statements, the 2022 and 2021 consolidated financial statements have been restated to correct misstatements.

Basis for Opinion

These financial statements are the responsibility of the ~~Company's~~Company’s management. Our responsibility is to express an opinion on the ~~Company's~~Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matter~~Matters

The critical audit ~~matter~~matters communicated below ~~is a matter~~are matters arising from the current period audit of the financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that: (1) ~~relates~~relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of ~~the~~ critical audit ~~matter~~matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matter~~matters below, providing a separate ~~opinion~~opinions on the critical audit ~~matter~~matters or on the accounts or disclosures to which ~~it relates.~~they relate.


			Development Services Revenue Recognition
			~~Valuation of Goodwill and Trademarks/tradenames with Indefinite lives~~

Description of the Matter			At May 30, 2021, the Company’s goodwill was $69.3 million and trademarks/tradenames with indefinite lives was $25.3 million. The carrying values of the Company’s Yucatan reporting unit’s goodwill and trademarks/tradenames with indefinite lives were $20.0 million and $12.4 million, respectively at May 30, 2021. As ~~discussed~~described in Note 1 ofto the consolidated financial statements, ~~goodwill~~the Company recognized revenues of $28.6 million for the year ended May 28, 2023 related to development services. For development services, revenue is recognized over time, based on the proportion of labor hours incurred compared to the total estimated hours for an individual arrangement. Auditing revenue recognition for development services involved significant auditor judgment because it involves subjective assumptions and ~~trademarks/tradenames with indefinite lives~~estimates made by management. For example, auditing management’s estimated labor hours for development services arrangements are ~~assessed by~~subject to significant judgment because the ~~Company’s management~~expected number of labor hours is based on historical experience for impairment at least annually, in the fiscal fourth quarter, unless there are indications of impairment at other points throughout the year. Goodwill is tested for impairment at the reporting unit level. The Company measured the fair value of the goodwill using an income approach and the fair value of trademarks/tradenames using a royalty savings method.similar development services.

3667

Table of ~~Conten~~tsContents


			Auditing the Company’s annual impairment test related to the Yucatan reporting unit’s goodwill and trademarks/tradenames with indefinite lives is complex and highly judgmental and required the involvement of our valuation specialist due to the significant judgment in estimating their fair values. In particular, the fair value estimate of the Yucatan reporting unit’s goodwill is sensitive to assumptions such as net sales growth rates, gross margins and discount rate. The Yucatan reporting unit’s trademarks/tradenames with indefinite lives are sensitive to assumptions such as net sales growth rates, royalty rate and discount rate. These assumptions are forward-looking and sensitive to and affected by expected future market or economic conditions and industry and company-specific qualitative factors.

How We Addressed the Matter in Our Audit			To test revenue recognized for development services, our audit procedures included, among others, validating the completeness and accuracy of contract terms by comparing inputs included in management’s calculations to executed contracts including any significant amendments. We ~~obtained an understanding,~~also selected a sample of customer contracts and confirmed contract terms directly with customers. We agreed actual labor hours to a sample of employee payroll records for each project. We evaluated the ~~design and tested~~Company’s ability to estimate the ~~operating effectiveness~~number of ~~controls over~~labor hours necessary to complete development services by comparing the ~~Company’s impairment review process related~~original estimated number of labor hours to the goodwill and trademarks/tradenames with indefinite lives. This included evaluating controls over the Company’s budgetary and forecasting process used to develop the estimated future earnings and cash flows used in estimating the fair value of the Yucatan reporting unit and trademarks/tradenames with indefinite lives. We also tested controls over management’s review of the data used in their valuation models and review of the significant assumptions described above.actual amount incurred for completed projects.


			Net Realizable Value of Inventory

Description of the Matter			As described in Note 1 to the consolidated financial statements, the Company’s inventory was reduced by $4.9 million at May 28, 2023 for inventory with costs that exceeded net realizable value. Inventory is stated at the lower of cost, using a first-in, first-out method, or net realizable value. Auditing the net realizable value of inventory was especially challenging due to the impact the material weaknesses in the Company’s internal controls over financial reporting had on management’s evaluation of the net realizable value. The material weaknesses required an increased extent of audit effort to test the ~~estimated fair value~~completeness and accuracy of the ~~Yucatan reporting unit and trademarks/tradenames with indefinite lives, we~~Company’s calculations.

How We Addressed the Matter in Our Audit			We performed audit procedures that included, among others, ~~assessing the methodologies, testing the significant assumptions discussed above used to develop the estimates of future earnings and cash flows and~~ testing the completeness of inventory items with negative gross margins included in the Company’s net realizable value calculations by examining the gross margin for a sample of inventory items, considering raw materials, work-in-process, and finished goods. We validated the accuracy of selling prices used in management’s calculations by comparing a sample of selling price inputs to executed customer contracts including any significant amendments. We tested the mathematical accuracy of the ~~underlying data. We compared~~Company’s calculations. To respond to the ~~significant assumptions used by management to current industry and economic trends, the Company’s historical results and other guideline companies within the same industry and evaluated how changes~~material weaknesses in the Company’s ~~business may affect~~internal control over financial reporting, our procedures, included, among others, increasing our sample sizes for testing the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the change in the fair value of the Yucatan reporting unit and trademarks/tradenames with indefinite lives resulting from changes in these assumptions. We involved our valuation specialists to assist in reviewing the valuation methodology and the royalty and discount rate assumptions.In addition, for goodwill we also tested the Company’s calculation of implied multiples of the reporting units, compared them to guideline companies and evaluated the resulting premium. For trademarks/tradenames with indefinite lives, where applicable, we also assessed whether the assumptions used were consistent with thoseinputs used in the ~~goodwill impairment review process.~~Company’s calculations of net realizable value of inventory.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2008.

~~San Francisco, California~~

~~July 29, 2021~~Minneapolis, Minnesota

March 19, 2024

3768

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of ~~Landec Corporation~~Lifecore Biomedical, Inc.

Opinion on Internal Control ~~over~~Over Financial Reporting

We have audited ~~Landec Corporation and subsidiaries’~~Lifecore Biomedical, Inc.’s internal control over financial reporting as of May ~~30, 2021,~~28, 2023, based on criteria established in Internal ~~Control —~~ Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, ~~Landec Corporation and subsidiaries~~because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Lifecore Biomedical, Inc. (the Company) has not maintained ~~in all material respects,~~ effective internal control over financial reporting as of May ~~30, 2021,~~28, 2023, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment. The Company has identified deficiencies in certain components of the COSO criteria. Specifically, the Company identified control deficiencies constituting material weaknesses, either individually or in the aggregate, relating to the following components in the COSO criteria:

i.Control Environment – Maintaining a sufficient complement of personnel to timely support the Company’s internal control objectives and ensuring personnel conduct internal control related responsibilities;

ii.Risk Assessment - Identification and assessment of risks and changes in the business model resulting from recent disposition activities that impacted the design of control activities, including the precision of management review controls, and the completeness of controls required to support the financial reporting framework;

iii.Information and Communication - Design of controls to validate the completeness and accuracy of information used in the performance of control activities; and

iv.Monitoring – As a result of the material weaknesses described above, the Company failed to design and implement certain monitoring activities that were responsive to timely identification and remediation of control deficiencies.

As a result of the material weaknesses in the components of the COSO criteria, the principles of the control activities for those components were ineffective and represent a material weakness.

These material weaknesses effecting the components of the COSO criteria contributed to other material weaknesses within the Company’s system of internal control over financial reporting, including the material weaknesses related to the accounting for and classification of certain non-standard transactions, which included discontinued operations, restructuring costs, and indefinite-lived and long-lived asset impairment tests which continued to exist as of May 28, 2023.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May ~~30, 2021~~28, 2023 and May ~~31, 2020, and~~29, 2022, the related consolidated statements of operations, comprehensive ~~(loss) income,~~loss, cash flows and convertible preferred stock and stockholders’ (deficit) equity ~~and cash flows~~ for each of the three years in the period ended May ~~30, 2021,~~28, 2023, and the related ~~notes~~notes. These material weaknesses were considered in determining the nature, timing and extent of our audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated ~~July 29, 2021~~March 19, 2024, which expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control ~~over~~Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

~~San Francisco, California~~

~~July 29, 2021~~

~~Table of~~ ~~Conten~~ts

Minneapolis, Minnesota

~~LANDEC CORPORATION~~March 19, 2024

LIFECORE BIOMEDICAL, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)


		May 30, 2021			May 31, 2020			May 28, 2023	May 29, 2022
				(As Restated)						(As Restated)
ASSETS	ASSETS
Current Assets:	Current Assets:
Current Assets:
Current Assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	1,295		$	360
Accounts receivable, less allowance for credit losses	Accounts receivable, less allowance for credit losses	70,013			76,206
Inventories		69,663			66,311
Inventories, net
Prepaid expenses and other current assets	Prepaid expenses and other current assets	7,350			14,230
Current assets, discontinued operations
Total Current Assets	Total Current Assets	148,321			157,107

Investment in non-public company, fair value		45,100			56,900
Property and equipment, net
Property and equipment, net
Property and equipment, net	Property and equipment, net	179,559			192,338
Operating lease right-of-use assets	Operating lease right-of-use assets	20,827			25,321
Goodwill	Goodwill	69,386			69,386
Trademarks/tradenames, net	Trademarks/tradenames, net	25,328			25,328
Customer relationships, net		10,792			12,777

Other assets	Other assets	3,611			2,156
Other assets
Other assets
Non-current Assets, discontinued operations
Total Assets	Total Assets	$	502,924		$	541,313

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities:	Current Liabilities:						Current Liabilities:
Accounts payable	Accounts payable	$	47,569		$	51,647
Accrued compensation	Accrued compensation	12,304			9,034
Other accrued liabilities	Other accrued liabilities	7,996			9,978
Current portion of lease liabilities	Current portion of lease liabilities	3,889			4,423
Deferred revenue	Deferred revenue	1,130			352
Line of credit	Line of credit	29,000			77,400
Current portion of long-term debt, net	Current portion of long-term debt, net	0			11,554

Current liabilities, discontinued operations
Total Current Liabilities	Total Current Liabilities	101,888			164,388

Long-term debt, net	Long-term debt, net	164,902			101,363
Long-term debt, net
Long-term debt, net
Line of credit
Debt derivative liability
Long-term lease liabilities	Long-term lease liabilities	23,611			26,378
Deferred taxes, net	Deferred taxes, net	6,140			13,588
Other non-current liabilities	Other non-current liabilities	3,599			4,552
Non-current liabilities, discontinued operations
Total Liabilities	Total Liabilities	300,140			310,269

Stockholders’ Equity:
Common stock, $0.001 par value; 50,000 shares authorized; 29,333 and 29,224 shares issued and outstanding at May 30, 2021 and May 31, 2020, respectively		29			29
Convertible Preferred stock, $0.001 par value; 2,000 shares authorized; 39 shares issued and outstanding at May 28, 2023 (none at May 29, 2022)
Convertible Preferred stock, $0.001 par value; 2,000 shares authorized; 39 shares issued and outstanding at May 28, 2023 (none at May 29, 2022)
Convertible Preferred stock, $0.001 par value; 2,000 shares authorized; 39 shares issued and outstanding at May 28, 2023 (none at May 29, 2022)

Stockholders’ (Deficit) Equity:
Stockholders’ (Deficit) Equity:
Stockholders’ (Deficit) Equity:
Common stock, $0.001 par value; 50,000 shares authorized; 30,322 and 29,513 shares issued and outstanding at May 28, 2023 and May 29, 2022, respectively
Additional paid-in capital	Additional paid-in capital	165,533			162,578
Retained earnings		38,580			71,245
Accumulated deficit
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,358)			(2,808)
Total Stockholders’ Equity		202,784			231,044
Total Liabilities and Stockholders’ Equity		$	502,924		$	541,313
Total Stockholders’ (Deficit) Equity
Total Liabilities, Convertible Preferred Stock and Stockholders’ (Deficit) Equity


Delaware			94-3025618
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)


~~2811 Airpark Drive~~3515 Lyman Boulevard
~~Santa Maria,~~Chaska,	~~California~~Minnesota	~~93455~~55318
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	~~LNDC~~LFCR	The NASDAQ Global Select Stock Market


	Year Ended
	May 30, 2021		May 31, 2020		May 26, 2019
Product sales	$	544,161	$	590,366	$	557,559
Cost of product sales	462,687		515,378		476,556
Gross profit	81,474		74,988		81,003
Operating costs and expenses:
Research and development	10,222		11,099		11,466
Selling, general and administrative	65,364		72,188		62,062
Impairment of goodwill and intangible assets	0		12,953		2,000
Legal settlement charge	1,763		0		0
Restructuring costs	17,621		17,285		0
Total operating costs and expenses	94,970		113,525		75,528
Operating (loss) income	(13,496)		(38,537)		5,475

Dividend income	1,125		1,125		1,650
Interest income	48		103		145
Interest expense, net	(15,344)		(9,603)		(5,230)
Loss on debt refinancing	(1,110)		0		0
Other (expense) income, net	(11,689)		(4,395)		1,600
Net (loss) income from continuing operations before taxes	(40,466)		(51,307)		3,640
Income tax benefit (expense)	7,801		13,116		(1,518)
Net (loss) income from continuing operations	(32,665)		(38,191)		2,122

Discontinued operations:
Loss from discontinued operations	0		0		(2,238)
Income tax benefit	0		0		527
Loss from discontinued operations, net of tax	0		0		(1,711)
Net (loss) income	(32,665)		(38,191)		411



Basic net (loss) income per share:
(Loss) income from continuing operations	$	(1.12)	$	(1.31)	$	0.07
Loss from discontinued operations	0		0		(0.06)
Total basic net (loss) income per share	$	(1.12)	$	(1.31)	$	0.01

Diluted net (loss) income per share:
(Loss) income from continuing operations	$	(1.12)	$	(1.31)	$	0.07
(Loss) from discontinued operations	0		0		(0.06)
Total diluted net (loss) income per share	$	(1.12)	$	(1.31)	$	0.01

Shares used in per share computation:
Basic	29,294		29,162		28,359
Diluted	29,294		29,162		28,607


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Item No.	Description	Page

	Cautionary Note About Forward-Looking Statements	2
Part I
1.	Business	2

1A.	Risk Factors	7

1B.	Unresolved Staff Comments	18

2.	Properties	18

3.	Legal Proceedings	18

4.	Mine Safety Disclosures	18

Part II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19

6.	Selected Financial Data	19

7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

7A.	Quantitative and Qualitative Disclosures About Market Risk	34

8.	Financial Statements and Supplementary Data	35

9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	35

9A.	Controls and Procedures	35

9B.	Other Information	37

9C.	Disclosure Regarding Jurisdictions that Prevent Inspections	37

Part III
10.	Directors, Executive Officers and Corporate Governance	38

11.	Executive Compensation	43

12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	60

13.	Certain Relationships and Related Transactions, and Director Independence	63

14.	Principal Accountant Fees and Services	65

Part IV
15.	Exhibits and Financial Statement Schedules	66
16.	Form 10-K Summary	66
	Signatures	243


(in thousands)	Due in Fiscal Year Ended May
Obligation	Total		2022		2023		2024		2025		2026		Thereafter
Debt obligations	$	199,000	$	—	$	2,125	$	8,469	$	8,422	$	179,984	$	—
Interest payments associated with debt obligations	73,400		17,197		17,178		16,860		13,207		8,958		—
Finance leases	3,974		466		3,497		9		2		—		—
Operating leases	32,758		4,850		4,052		3,263		2,502		2,015		16,076
Purchase commitments	75,441		20,344		6,179		5,985		5,604		5,604		31,725
Total	$	384,573	$	42,857	$	33,031	$	34,586	$	29,737	$	196,561	$	47,801


(a)	1.	Consolidated Financial Statements of Landec Corporation
			Page

		Report of Independent Registered Public Accounting Firm	36
		Consolidated Balance Sheets at May 30, 2021 and May 31, 2020.	39
		Consolidated Statements of Operations for the Years Ended May 30, 2021, May 31, 2020 and May 26, 2019.	40
		Consolidated Statements of Comprehensive (Loss) Income for the Years Ended May 30, 2021, May 31, 2020 and May 26, 2019.	41
		Consolidated Statements of Changes in Stockholders' Equity for the Years Ended May 30, 2021, May 31, 2020 and May 26, 2019.	42
		Consolidated Statements of Cash Flows for the Years Ended May 30, 2021, May 31, 2020, and May 26, 2019.	43
		Notes to Consolidated Financial Statements	44

	2.	All schedules provided for in the applicable accounting regulations of the Securities and Exchange Commission have been omitted since they pertain to items which do not appear in the financial statements of Landec Corporation and its subsidiaries or to items which are not significant or to items as to which the required disclosures have been made elsewhere in the financial statements and supplementary notes and such schedules.

	3.	Index of Exhibits	78

		The exhibits listed in the accompanying Index of Exhibits are filed or incorporated by reference as part of this report.


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance at May 27, 2018	27,702	$	28	$	142,087	$	109,299	$	1,148	$	252,562
Issuance of stock under stock plans, net of shares withheld	197	—		327		—		—		327
Issuance of common stock in connection with Yucatan Foods acquisition	1,203	1		15,067		—		—		15,068
Taxes paid by Company for employee stock plans	—	—		(700)		—		—		(700)
Stock-based compensation	—	—		3,560		—		—		3,560
Net income	—	—		—		411		—		411
Other comprehensive loss, net of tax	—	—		—		—		(1,084)		(1,084)
Balance at May 26, 2019	29,102	29		160,341		109,710		64		270,144
ASC 842 transition adjustment	—	—		—		(274)		—		(274)
Issuance of stock under stock plans, net of shares withheld	122	—		30		—		—		30
Taxes paid by Company for employee stock plans	—	—		(212)		—		—		(212)
Stock-based compensation	—	—		2,419		—		—		2,419
Net loss	—	—		—		(38,191)		—		(38,191)
Other comprehensive loss, net of tax	—	—		—		—		(2,872)		(2,872)
Balance at May 31, 2020	29,224	29		162,578		71,245		(2,808)		231,044
Issuance of stock under stock plans, net of shares withheld	109	—		—		—		—		—

Taxes paid by Company for employee stock plans	—	—		(405)		—		—		(405)
Stock-based compensation	—	—		3,360		—		—		3,360
Net loss	—	—		—		(32,665)		—		(32,665)
Other comprehensive income, net of tax	—	—		—		—		1,450		1,450
Balance at May 30, 2021	29,333	$	29	$	165,533	$	38,580	$	(1,358)	$	202,784


	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total Stockholders’ (Deficit) Equity
	Shares	Amount		Shares	Amount

Balance at May 31, 2020, as restated	—	$	—	29,224	$	29	$	162,578	$	70,036	$	(2,808)	$	229,835
Issuance of stock under stock plans, net of shares withheld	—	—		109	—		—		—		—		—
Taxes paid by Company for employee stock plans	—	—		—	—		(405)		—		—		(405)
Stock-based compensation	—	—		—	—		3,360		—		—		3,360
Net loss, as restated	—	—		—	—		—		(32,294)		—		(32,294)
Other comprehensive income, net of tax	—			—	—		—		—		1,450		1,450
Balance at May 30, 2021, as restated	—	$	—	29,333	$	29	$	165,533	$	37,742	$	(1,358)	$	201,946
Issuance of stock under stock plans, net of shares withheld	—	—		180	1		—		—		—		1
Taxes paid by Company for employee stock plans	—	—		—	—		(789)		—		—		(789)
Stock-based compensation	—	—		—	—		2,608		—		—		2,608
Net loss, as restated	—	—		—	—		—		(116,715)		—		(116,715)
Other comprehensive income, net of tax	—	—		—	—		—		—		772		772
Balance at May 29, 2022, as restated	—	$	—	29,513	$	30	$	167,352	$	(78,973)	$	(586)	$	87,823

Issuance of stock under stock plans, net of shares withheld	—	—		181	—		—				—		—
Proceeds of Convertible Preferred Stock, net of issuance costs	39	38,082		—	—		—		—		—		—
Accretion of Convertible Preferred Stock	—	73		—	—		(73)		—		—		(73)
Convertible Preferred Stock Paid in Kind (PIK) dividend	—	1,163		—	—		(1,163)		—		—		(1,163)
Taxes paid by Company for employee stock plans	—	—		—	—		(274)		—		—		(274)
Stock-based compensation	—	—		—	—		3,612		—		—		3,612
Net loss	—	—		—	—		—		(99,563)		—		(99,563)
Other comprehensive income, net of tax	—	—		—	—		—		—		586		586
Issuance of shares to Wynnefield Capital, Inc., net of issuance costs	—	—		628	—		4,822		—		—		4,822
Balance at May 28, 2023	39	$	39,318	30,322	$	30	$	174,276	$	(178,536)	$	—	$	(4,230)


	AOCL
Balance as of May 31, 2020	$	(2,808)
Other comprehensive ~~loss~~income before reclassifications, net of tax effect	(344)
Amounts reclassified from OCI	1,794
Other comprehensive ~~(loss)~~ income, net	1,450
Balance as of May 30, 2021	(1,358)
Amounts reclassified from OCI	772
Other comprehensive income, net	772
Balance as of May 29, 2022	(586)

Amounts reclassified from OCI	586
Other comprehensive income, net	586
Balance as of May 28, 2023	$	~~(1,358)~~—


	Balance at beginning of period		Adjustments resulting from acquisitions		Provision (benefit) for expected credit losses		Write offs, net of recoveries		Balance at end of period
Year Ended May 26, 2019	$	302	$	881	$	421	$	(588)	$	1,016
Year Ended May 31, 2020	$	1,016	$	0	$	(284)	$	(294)	$	438
Year Ended May 30, 2021	$	438	$	0	$	418	$	(577)	$	279


	Year Ended
Curation Foods:	May 30, 2021		May 31, 2020		May 26, 2019
Fresh packaged salads and vegetables	$	380,205	$	438,083	$	453,182
Avocado products	63,575		62,194		27,322
Technology	2,294		4,256		1,182
Total	$	446,074	$	504,533	$	481,686


	Year Ended
Lifecore:	May 30, 2021		May 31, 2020		May 26, 2019
Contract development and manufacturing organization	$	75,297	$	64,781	$	54,439
Fermentation	22,790		21,052		21,434

Total	$	98,087	$	85,833	$	75,873


	Year Ended
(in thousands, except per share amounts)	May 30, 2021		May 31, 2020		May 26, 2019
Numerator:
Net (loss) income	$	(32,665)	$	(38,191)	$	411

Denominator:
Weighted average shares for basic net (loss) income per share	29,294		29,162		28,359
Effect of dilutive securities:
Stock options and restricted stock units	0		0		248
Weighted average shares for diluted net (loss) income per share	29,294		29,162		28,607

Diluted net (loss) income per share	$	(1.12)	$	(1.31)	$	0.01


	May 30, 2021 Range (Weighted Average)	May 31, 2020 Range (Weighted Average)
Revenue growth rates	7% (6.9)%	6% to 7% (6.4)%
Expense growth rates	0% to 8% (5.5)%	6% to 8% (6.6)%

Discount rates	10%	12%


	Impact on value of Windset investment as of May 30, 2021
~~10% increase in revenue growth rates~~	$	~~6,000~~
~~10% increase in expense growth rates~~	$	~~(3,200)~~

~~10% increase in discount rates~~	$	~~(1,300)~~


	Fair Value at May 30, 2021						Fair Value at May 31, 2020
Assets:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets held for sale - nonrecurring	$	0	$	0	$	515	$	0	$	0	$	2,607
Investment in non-public company	0		0		45,100		0		0		56,900
Total assets	$	0	$	0	$	45,615	$	0	$	0	$	59,507
Liabilities:
Interest rate swap contracts	$	0	$	1,736	$	0	$	0	$	3,578	$	0

Total liabilities	$	0	$	1,736	$	0	$	0	$	3,578	$	0


	Fair Value at May 28, 2023						Fair Value at May 29, 2022
Assets:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets held for sale - nonrecurring	$	—	$	—	$	—	$	—	$	—	$	1,027




Total assets	$	—	$	—	$	—	$	—	$	—	$	1,027
Liabilities:
Debt derivative liability	$	—	$	—	$	64,900	$	—	$	—	$	—

Total liabilities	$	—	$	—	$	64,900			$	—	$	—


						Debt Derivative Liability
Assumptions
Discount rate						22.3% — 24.5%
Implied spread						18.5%
Risk free rate						3.8% — 6.0%


	Windset Investment (As Restated)
~~Balance as of May 31, 2020~~	$	~~56,900~~
~~Fair value change~~	~~(11,800)~~

Balance as of May 30, 2021	$	~~45,100~~44,769
Sale of Investment in non-public company	(44,769)
Balance as of May 29, 2022	$	—



~~Cash consideration~~	$	~~59,898~~
~~Stock consideration~~	~~15,068~~
	$	~~74,966~~


~~(In thousands)~~
~~Cash and cash equivalents~~	$	26
~~Accounts receivable, net~~	~~6,310~~
~~Inventories~~	~~11,384~~
~~Prepaid expenses and other current assets~~	~~1,573~~
~~Other assets~~	~~102~~
~~Property and equipment~~	~~14,083~~
~~Trademarks/tradenames~~	~~15,900~~
~~Customer relationships~~	~~11,000~~
~~Accounts payable~~	~~(4,507)~~
~~Other accrued liabilities~~	~~(1,873)~~
~~Deferred tax liabilities~~	~~(1,767)~~
~~Net identifiable assets acquired~~	~~52,231~~
~~Goodwill~~	~~22,735~~
~~Total fair value purchase consideration~~	$	~~74,966~~


		Years of Useful Life			Year Ended					Years of Useful Life	Year Ended
					May 30, 2021			May 31, 2020			May 28, 2023	May 29, 2022
							As Restated						As Restated
Land	Land				$	15,027		$	13,212
Buildings	Buildings	15	-	40	79,927			89,492
Leasehold improvements	Leasehold improvements	3	-	20	6,879			6,834
Computers, capitalized software, machinery, equipment and autos	Computers, capitalized software, machinery, equipment and autos	3	-	20	141,528			146,659
Furniture and fixtures	Furniture and fixtures	3	-	7	2,914			2,603
Construction in process	Construction in process				35,882			28,454
Gross property and equipment	Gross property and equipment				282,157			287,254
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization				(102,598)			(94,916)
Property and equipment, net	Property and equipment, net				$	179,559		$	192,338


	2021		2020
Balance at beginning of year	$	69,386	$	76,742

Yucatan Foods measurement period adjustment	0		504
Impairment	0		(7,860)

Balance at end of year	$	69,386	$	69,386



~~Fiscal year 2022~~	$	~~1,959~~
~~Fiscal year 2023~~	~~1,677~~
~~Fiscal year 2024~~	~~1,677~~
~~Fiscal year 2025~~	~~1,629~~
~~Fiscal year 2026~~	~~1,100~~
~~Total~~	$	~~8,042~~


	Options Outstanding	Weighted-Average Exercise Price Per Share		Total Intrinsic Value of Options Exercised		Weighted-Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Options outstanding at May 27, 2018	1,955,335	$	13.20
Options granted	368,264	$	11.85
Options exercised	(116,834)	$	11.82	$	265,911
Options forfeited	(71,669)	$	13.75
Options expired	(135,000)	$	14.18
Options outstanding at May 26, 2019	2,000,096	$	12.94
Options granted	435,000	$	10.42
Options exercised	(163,333)	$	11.16	$	169,066
Options forfeited	(55,806)	$	13.08
Options expired	(499,599)	$	14.04
Options outstanding at May 31, 2020	1,716,358	$	12.15
Options granted	682,600	$	9.66
Options exercised	0	$	0	0
Options forfeited	(127,714)	$	9.93
Options expired	(437,227)	$	13.42
Options outstanding at May 30, 2021	1,834,017	$	11.07			4.18	$	2,446,243
Options exercisable at May 30, 2021	1,011,265	$	12.02			2.67	$	747,977


	Restricted Stock Units Outstanding	Weighted-Average Grant Date Fair Value Per Share
Restricted stock units/awards outstanding at May 27, 2018	408,037	$	12.99
Granted	333,486	$	13.15
Vested	(237,946)	$	13.27
Forfeited	(75,150)	$	13.92
Restricted stock units/awards outstanding at May 26, 2019	428,427	$	12.80
Granted	296,527	$	9.79
Vested	(124,045)	$	11.82
Forfeited	(131,361)	$	12.49
Restricted stock units/awards outstanding at May 31, 2020	469,548	$	11.24
Granted	188,225	$	10.13
Vested	(146,197)	$	11.69
Forfeited	(31,180)	$	10.60
Restricted stock units/awards outstanding at May 30, 2021	480,396	$	10.71


	~~Term Loan~~
~~Fiscal year 2022~~	$	0
~~Fiscal year 2023~~	~~2,125~~
Fiscal year 2024	~~8,469~~ $	580
Fiscal year 2025	~~8,422~~773
Fiscal year 2026	~~150,984~~773
Fiscal year 2027	773
Fiscal year 2028	773
Thereafter	146,561
Total	$	~~170,000~~150,233


	Year Ended			Year Ended
(In thousands, except term and discount rate)	May 30, 2021			May 31, 2020
Finance lease cost:
Amortization of leased assets	$	117		$	116
Interest on lease liabilities	348			358
Operating lease cost	5,788			6,343
Variable lease cost and other	792			1,951
Sublease income	(90)			0
Total lease cost	$	6,955		$	8,768

Weighted-average remaining lease term:
Operating leases	11.67			11.06
Finance leases	1.60			2.60
Weighted-average discount rate:
Operating leases	4.99		%	5.24		%
Finance leases	10.00%			10.00		%


Fiscal Year 2021	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Annual
Product sales	$	135,643	$	130,904	$	137,782	$	139,832	$	544,161
Gross profit	16,347		20,637		19,689		24,801		81,474
Net (loss) income from continuing operations	(11,000)		(13,301)		(5,498)		(2,866)		(32,665)

Net (loss) income per basic share from continuing operations	$	(0.38)	$	(0.45)	$	(0.19)	$	(0.14)	$	(1.12)
Net (loss) income per diluted share from continuing operations	$	(0.38)	$	(0.45)	$	(0.19)	$	(0.14)	$	(1.12)


Fiscal Year 2020	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Annual
Product sales	$	138,714	$	142,593	$	152,928	$	156,131	$	590,366
Gross profit	15,336		15,514		20,047		24,091		74,988
Net (loss) income from continuing operations	(4,784)		(6,740)		(11,518)		(15,149)		(38,191)
Net income (loss) applicable to common stockholders	(4,784)		(6,740)		(11,518)		(15,149)		(38,191)
Net (loss) income per basic share from continuing operations	$	(0.16)	$	(0.23)	$	(0.39)	$	(0.52)	$	(1.31)
Net (loss) income per diluted share from continuing operations	$	(0.16)	$	(0.23)	$	(0.39)	$	(0.52)	$	(1.31)


	Curation Foods		Lifecore		Other		Total
(In thousands)
Asset write-off costs	$	21,032	$	0	$	418	$	21,450
Employee severance and benefit costs	3,233		0		784		4,017
Lease costs	2,166		0		26		2,192
Other restructuring costs	4,885		0		2,362		7,247
Total restructuring costs	$	31,316	$	0	$	3,590	$	34,906