Lifecore Biomedical (LFCR) Proxy filing summary

Executive summary

• A special stockholder meeting is scheduled for April 10, 2025, to vote on removing the cap limiting conversion of Series A Convertible Preferred Stock to common stock above 19.99% of outstanding shares, as required by Nasdaq Listing Rule 5635(d).

• The proposal would allow conversion of up to 6,056,284 shares of common stock, based on the current conversion price.

• No holders have yet elected to convert their preferred shares, and there are currently no plans to raise additional equity capital.

• The board has approved the record date for voting eligibility as February 18, 2025, subject to change.

• Proxy materials, including a preliminary and definitive proxy statement, will be filed with the SEC and mailed to stockholders.

Voting matters and shareholder proposals

• Stockholders will vote on approving the issuance of common stock upon conversion of Series A Convertible Preferred Stock in excess of 19.99% of outstanding shares.

• Approval would eliminate the current exchange cap, as contemplated by the Series A Preferred Stock Securities Purchase Agreement.

Board of directors and corporate governance

• Directors, executive officers, and certain employees may be deemed participants in the proxy solicitation.

• Information on directors and executive officers is available in the 2024 Definitive Proxy Statement and updated via Form 4 filings.