LFCR 8-K

Lifecore Biomedical, Inc. De (LFCR)

8-K 2025-04-03 For: 2025-04-03

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Added on April 12, 2026

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3515 Lyman Boulevard
Chaska,	Minnesota	55318
(Address of principal executive offices)		(Zip Code)


			LIFECORE BIOMEDICAL, INC.


By:			/s/ Ryan D. Lake
			Ryan D. Lake
			Chief Financial Officer


(in thousands, except share and per share amounts)	February 23, 2025		May 26, 2024
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	5,417	$	8,462
Accounts receivable, net of allowance for credit losses of $897 and $711	11,364		16,985
Accounts receivable, related party	16,136		10,099
Current portion of note receivable	8,000		—
Contract assets	6,150		4,069
Inventories, net	34,596		39,979
Prepaid expenses and other current assets	2,548		1,439
Total current assets	84,211		81,033
Property, plant, and equipment, net of accumulated depreciation of $55,498 and $50,334	128,223		149,165
Operating lease right-of-use assets	2,233		2,442
Goodwill	13,881		13,881
Intangible assets, net of accumulated amortization of $3,700	4,200		4,200
Other assets	4,945		3,239
Total assets	$	237,693	$	253,960
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	7,405	$	16,334
Current portion of operating lease liabilities	3,966		3,963
Accrued expenses and other current liabilities	19,745		18,575
Total current liabilities	31,116		38,872
Debt, net of current portion	8,346		22,906
Debt, net of current portion, related party	115,663		100,819
Debt derivative liability, related party	23,900		25,400
Operating lease liabilities, net of current portion	1,436		1,729
Other liabilities	9,806		10,332
Total liabilities	190,267		200,058
Commitments and contingencies
Series A Redeemable Convertible Preferred Stock, $0.001 par value; 2,000,000 shares authorized; 44,894 and 42,461 shares issued and outstanding, redemption value $45,455 and $42,991	45,197		42,587
Stockholders’ equity:
Common Stock, $0.001 par value; 75,000,000 shares authorized; 37,025,331 and 30,562,961 shares issued and outstanding	37		31
Additional paid-in capital	206,285		177,807
Accumulated deficit	(204,093)		(166,523)
Total stockholders’ equity	2,229		11,315
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity	$	237,693	$	253,960


	Three months ended				Nine months ended
(in thousands)	February 23, 2025		February 25, 2024		February 23, 2025		February 25, 2024
Revenues	$	16,233	$	17,054	$	52,560	$	54,528
Revenues, related party	18,921		18,650		39,863		35,847
Total revenues	35,154		35,704		92,423		90,375
Cost of goods sold	25,309		23,810		66,107		65,797
Gross profit	9,845		11,894		26,316		24,578
Research and development expenses	2,045		2,170		6,155		6,414
Selling, general, and administrative expenses	10,093		9,848		35,066		28,237
Loss on sale or disposal of assets, net of portion classified as cost of sales	6,851		—		6,895		2
Restructuring (recovery) costs	(115)		771		772		918
Operating loss	(9,029)		(895)		(22,572)		(10,993)
Interest expense, net	(641)		(921)		(2,558)		(2,546)
Interest expense, related party	(4,840)		(3,368)		(13,756)		(9,754)
Change in fair value of debt derivative liability, related party	(600)		21,000		1,500		41,900
Other income (expense), net	333		(814)		(174)		(1,950)
(Loss) income from continuing operations before income taxes	(14,777)		15,002		(37,560)		16,657
Income tax benefit (expense)	8		(217)		(10)		(240)
(Loss) income from continuing operations	(14,769)		14,785		(37,570)		16,417
Income from discontinued operations	—		847		—		2,679
Net (loss) income	$	(14,769)	$	15,632	$	(37,570)	$	19,096


	Three months ended				Nine months ended
(in thousands, except share and per share amounts)	February 23, 2025		February 25, 2024		February 23, 2025		February 25, 2024
Net (loss) income	$	(14,769)	$	15,632	$	(37,570)	$	19,096
Preferred stock dividends	(2,466)		—		(2,466)		—
Accretion of preferred stock to redemption value	(144)		—		(144)		—
Fair value of conversion ratio improvement to preferred stockholders	—		—		(2,132)		—
(Loss) income available to common stockholders	$	(17,379)	$	15,632	$	(42,312)	$	19,096

Basic income or loss per share:
(Loss) income from continuing operations available to common stockholders	$	(0.47)	$	0.48	$	(1.24)	$	0.54
Income from discontinued operations	—		0.03		—		0.09
Basic (loss) income per share	$	(0.47)	$	0.51	$	(1.24)	$	0.63

Diluted income or loss per share:
(Loss) income from continuing operations available to common stockholders	$	(0.47)	$	0.40	$	(1.24)	$	0.45
Income from discontinued operations	—		0.02		—		0.07
Diluted (loss) income per share	$	(0.47)	$	0.42	$	(1.24)	$	0.52

Weighted average shares outstanding:
Basic	37,020,570		30,487,596		34,080,062		30,449,673
Diluted	37,020,570		36,608,904		34,080,062		36,468,871


	Year ending					Year ended
(in thousands)	May 25, 2025					May 26, 2024
	(estimate)
Revenues	$	126,500	—	$	130,000	$	128,261

Net (loss) income (GAAP) (a)	$	(38,600)	—	$	(36,600)	$	12,013
Interest expense, net	22,000					18,090
Income tax expense (benefit)	—					183
Depreciation and amortization	8,200					7,954
Stock-based compensation	10,500					6,201
Change in fair value of debt derivatives	(3,000)					(39,500)
Financing fees (non-interest)	600					3,513
Loss on sale or disposal of assets				7,600		—
Reorganization costs (b)	11,400					9,796
Restructuring (recoveries) costs (b)	(1,200)					1,656
Franchise tax equivalent to income tax	200					272
Contract cancellation costs	—					567
Loss (income) from discontinued operations	—					(2,682)
Stockholder activist settlement (b)	1,300					459
Start-up costs	—					1,684
Adjusted EBITDA	$	19,000	—	$	21,000	$	20,206