SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2023
LIFECORE BIOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|(Commission file number)||(IRS Employer Identification No.)|
3515 Lyman Boulevard
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(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:
|☐||Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||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:
|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. ☐
Item 7.01 Regulation FD.
On April 6, 2023, Lifecore Biomedical, Inc., a Delaware corporation (the “Company”) issued a press release announcing the completion of the sale of its O Olive business. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference in this Item 7.01.
The foregoing information in this Item 7.01, including the information contained in the press release in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished as part of this report:
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: April 6, 2023
|Lifecore Biomedical, Inc.|
|By:||/s/ John D. Morberg|
|John D. Morberg|
|Chief Financial Officer|
Exhibit 99.1 Lifecore Biomedical Announces Sale of Curation Foods’ O Olive Oil and Vinegar® Business Chaska, MN – April 6, 2023 - Lifecore Biomedical, Inc. (“Lifecore” or the “Company”), a fully integrated contract development and manufacturing organization (“CDMO”), today announced that it has completed the sale of all of its Curation Foods’ assets related to the O Olive Oil and Vinegar® business (“O Olive”) for $6.23 million, subject to certain customary post-closing adjustments. James G. Hall, President and Chief Executive Officer of Lifecore, said, “We are pleased to announce the sale of the O Olive Business, which completes our monetization of the remaining Curation Foods assets. Going forward, our team is completely focused on Lifecore and ensuring that we have the financial tools available to execute on our long-term growth strategy to meet customer demand within our development portfolio.” The O Olive business produces a line of specialty olive oils and vinegars using fresh, California-sourced ingredients. O Olive represented revenue of $9.2 million in the trailing twelve-month period ended November 27, 2022. The aggregate value of the transaction is $6.23 million, subject to certain customary post-closing adjustments, consisting of $3.12 million of cash and a $3.12 million seller’s note. The seller’s note matures on March 31, 2026, and 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 will be used to repay borrowings under the Company’s credit facilities. The results of operations related to the O Olive Business will be reported as discontinued operations beginning in the fiscal fourth quarter of 2023. About Lifecore Biomedical Lifecore Biomedical, Inc. is a fully integrated contract development and manufacturing organization (CDMO) that offers highly differentiated capabilities in the development, fill and finish of complex sterile injectable pharmaceutical products in syringes and vials. As a leading manufacturer of premium, injectable grade Hyaluronic Acid, Lifecore brings more than 40 years of expertise as a partner for global and emerging biopharmaceutical and biotechnology companies across multiple therapeutic categories to bring their innovations to market. For more information about the Company, visit Lifecore’s website at www.lifecore.com.
Important Cautions Regarding Forward-Looking Statements This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995 and other safe harbors under the Securities Act of 1933 and the Securities Exchange Act of 1934. Words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “might”, “will”, “should”, “can have”, “likely” and similar expressions are used to identify forward-looking statements. All forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially, including such factors among others, as the timing and expenses associated with operations, the ability of the Company to recognize the anticipated benefits of the sale of the O Olive business, future liabilities that may arise from the transaction, including from indemnification or retained assets, litigation that may arise from the transaction, the ability for the purchaser to repay the seller’s note by its terms, or at all, the ability of the Company to continue as a going concern, the timing and expenses associated with operations, and uncertainties related to COVID-19 and the impact of our responses to it. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our filings with the Securities and Exchange Commission, including the risk factors contained in our most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except as required by law, we do not undertake any obligation to update forward-looking statements made by us to reflect subsequent events or circumstances. Lifecore Biomedical Contact Information: Investor Relations Jeff Sonnek (646) 277-1263 firstname.lastname@example.org