Lifecore Biomedical (LFCR) Proxy filing summary

Executive summary

• A special meeting is scheduled for April 10, 2025, to vote on two key proposals: approval of the issuance of common stock underlying Series A Convertible Preferred Stock and potential adjournment to solicit more proxies if needed.

• The issuance relates to a $38.75 million Series A Financing Transaction completed in January 2023, with proceeds used for working capital and liquidity.

• The conversion price for Series A Preferred Stock was adjusted to $6.53 per share after a PIPE offering in October 2024.

• Approval would remove the 19.99% Exchange Limit, allowing full conversion of Series A Preferred Stock to common stock.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuing common stock upon conversion of Series A Preferred Stock in excess of 19.99% of outstanding shares, as required by Nasdaq Rule 5635(d).

• Proposal 2 seeks approval to adjourn the meeting if more time is needed to solicit votes for Proposal 1.

• Only common stockholders may vote on Proposal 1; both common and Series A Preferred Stockholders (on an as-converted basis) may vote on Proposal 2.

• Board recommends voting FOR both proposals.

Board of directors and corporate governance

• Series A Preferred Stockholders have the right to nominate two directors as long as 30% of the original Series A Preferred Stock remains outstanding.

• Recent cooperation agreements with major investors resulted in board appointments and nomination rights for certain directors through 2025.