UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 7, 2023
LIFECORE BIOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-27446 | | 94-3025618 |
| (State or other jurisdiction of incorporation) | | (Commission file number) | | (IRS Employer Identification No.) |
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3515 Lyman Boulevard | |
| Chaska, | Minnesota | 55318 |
| (Address of principal executive offices) | (Zip Code) |
(952) 368-4300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock | LFCR | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K (the “Original Form 8-K”) filed by Lifecore Biomedical, Inc. (the “Company”) dated February 7, 2023 and filed with the Securities and Exchange Commission on February 7, 2023.
This Amendment No. 1 is being filed solely for the purpose of providing the pro forma financial information required by Item 9.01(b) of Form 8-K in connection with the Company’s previously reported sale of Yucatan Foods, LLC to Yucatan Acquisition Holdings LLC, a wholly owned subsidiary of Flagship Food Group LLC.
Items included in the Original Form 8-K, including exhibits, that are not included herein are not amended and remain in effect as of the date of filing of the Original Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company as of and for the six months ended November 27, 2022 and for the fiscal years ended May 29, 2022, May 30, 2021, and May 31, 2020, with the accompanying notes, are attached hereto as Exhibit 99.1.
(d) Exhibits.
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| Exhibit No. | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
| * The schedules and other attachments to this exhibit have been omitted. The Company agrees to furnish a copy of any omitted schedules or attachments to the SEC upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 27, 2023
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| LIFECORE BIOMEDICAL, INC. | |
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| By: | /s/ John D. Morberg | |
| | John D. Morberg | |
| | Chief Financial Officer | |
