UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (CHECK ONE): | [X] Form 10-K | [ ] Form 20-F | [ ] Form 11-K | [ ] Form 10-Q | [ ] Form N-SAR | ||||||||||||
| For Period Ended: | May 29, 2022 | |||||||
| [ ] | Transition Report on Form 10-K | ||||||||||
| [ ] | Transition Report on Form 20-F | ||||||||||
| [ ] | Transition Report on Form 11-K | ||||||||||
| [ ] | Transition Report on Form 10-Q | ||||||||||
| [ ] | Transition Report on Form N-SAR | ||||||||||
| For the Transaction Period Ended: | |||||||||||
READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE .
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
| Landec Corporation | ||
| Full Name of Registrant | ||
| N/A | ||
| Former Name if Applicable | ||
| 2811 Airport Drive | ||
| Address of Principal Executive Office (Street and Number) | ||
| Santa Maria, California 93455 | ||
| City, State and Zip Code | ||
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| [X] | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |||||||||
| [X] | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and | |||||||||
| [ ] | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. | |||||||||
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The registrant is unable to file, without unreasonable effort and expense, its Form 10-K annual report for the year ended May 29, 2022 in a timely manner. The registrant experienced unexpected delays in compiling and analyzing supporting documentation related to the accounting for its restructuring activities during the applicable period, and thus will require additional time to complete the Form 10-K and in order to permit the Company's independent registered public accounting firm to complete its audit. The registrant will file the Form 10-K as soon as practical and within the time period provided by Rule 12b-25 for delayed filings.
PART IV - OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification | ||||
| John D. Morberg | 650 | 306-1650 | ||||||||||||
| (Name) | (Area Code) | (Telephone Number) | ||||||||||||
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||||
| [X] Yes | [ ] No | ||||
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||||
| [ ] Yes | [X] No | ||||
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | |||||
| Landec Corporation | ||
| (Name of Registrant as Specified in Charter) | ||
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 15, 2022 | By: | /s/ John D. Morberg | ||||||
John D. Morberg, Chief Financial Officer | ||||||||
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
| ATTENTION | ||||||||
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) | ||||||||