Lifecore Biomedical, Inc. De NT 10-Q, filed Jan 9, 2023
Lifecore Biomedical, Inc. De (LFCR)
NT 10-Q
2023-01-09
For: 2022-11-27
View Original
Added on
October 20, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (CHECK ONE): | [ ] Form 10-K | [ ] Form 20-F | [ ] Form 11-K | [X] Form 10-Q | [ ] Form N-SAR | ||||||||||||||||||||||||||||||||||||||||||||||||
| For Period Ended: | November 27, 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
| Lifecore Biomedical, Inc. | ||||||||
| Full Name of Registrant | ||||||||
| Landec Corporation | ||||||||
| Former Name if Applicable | ||||||||
| 3515 Lyman Boulevard | ||||||||
| Address of Principal Executive Office (Street and Number) | ||||||||
| Chaska, Minnesota 55318 | ||||||||
| City, State and Zip Code | ||||||||
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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; | |||||||||||||||||||||||||||||||||
| [ ] | (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.
Lifecore Biomedical, Inc. (the “Company”) is unable to file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q for the period ended November 27, 2022 (the “Second Quarter Form 10-Q”) in a timely manner. The Company experienced an unexpected delay in finalizing the financial statements relating to the assessment of certain asset impairments and subsequent events in the Second Quarter Form 10-Q. Specifically, with respect to its asset impairments, management is assessing its treatment of certain non-cash impairment charges related to the Company’s Curation Foods business contained in its financial statements to be included in the Second Quarter Form 10-Q and its previously issued financial statements covering the Company’s fiscal year ended May 29, 2022 and the fiscal quarter ended August 28, 2022. The Company intends to evaluate the effect of the foregoing charges on the Company’s prior period financial information and on the related internal control over financial reporting, but such evaluation has not yet been completed. Until this evaluation is completed, the Company will not be able to complete the financial statements to be included in the Second Quarter Form 10-Q and will not be in a position to complete and file the Second Quarter Form 10-Q. The Company will file the Second Quarter Form 10-Q as soon as practical.
PART IV - OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification | ||||||||||||||||
| John D. Morberg | 952 | 368-4300 | ||||||||||||||||||||||||||||||||||||||||||
| (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. | |||||||||||||||||
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| Lifecore Biomedical, Inc. | ||||||||
| (Name of Registrant as Specified in Charter) | ||||||||
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 9, 2023 | 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) | ||||||||||||||||||||||||||
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