Lifecore Biomedical, Inc.
A maker of sterile injectable medicines and medical devices, Lifecore Biomedical is a contract manufacturer producing pharmaceutical-grade sodium hyaluronate—the gel-like substance naturally found in the human eye—used in cataract surgery, orthopedics, and wound care. It traces its roots to 1981 in Chaska, Minnesota, built around the tricky task of making this thick, viscous material, and adopted the name 'Lifecore' in the late 1980s. Its product helps surgeons keep the eye's shape during cataract removal.
Item 4 is hereby amended to add the following: On June 30, 2026, each of Legion Partners I and Legion Partners II delivered to the Issuer written notice of redemption of all of the Series A Preferred Stock held by each of them, respectively, at the Holder Optional Redemption Price (as defined in the Certificate of Designation) (as defined in Amendment No. 6) payable in cash by the Issuer. The Issuer is required to redeem such shares on December 28, 2026, which is the next business day following the 180th day after the redemption notices were submitted.
Item 4 is hereby amended to add the following: On June 30, 2026, each of Legion Partners I and Legion Partners II delivered to the Issuer written notice of redemption of all of the Series A Preferred Stock held by each of them, respectively, at the Holder Optional Redemption Price (as defined in the Certificate of Designation) (as defined in Amendment No. 6) payable in cash by the Issuer. The Issuer is required to redeem such shares on December 28, 2026, which is the next business day following the 180th day after the redemption notices were submitted.
Item 4 is hereby amended to add the following: On June 30, 2026, each of Legion Partners I and Legion Partners II delivered to the Issuer written notice of redemption of all of the Series A Preferred Stock held by each of them, respectively, at the Holder Optional Redemption Price (as defined in the Certificate of Designation) (as defined in Amendment No. 6) payable in cash by the Issuer. The Issuer is required to redeem such shares on December 28, 2026, which is the next business day following the 180th day after the redemption notices were submitted.
Item 4 is hereby amended to add the following: On June 30, 2026, each of Legion Partners I and Legion Partners II delivered to the Issuer written notice of redemption of all of the Series A Preferred Stock held by each of them, respectively, at the Holder Optional Redemption Price (as defined in the Certificate of Designation) (as defined in Amendment No. 6) payable in cash by the Issuer. The Issuer is required to redeem such shares on December 28, 2026, which is the next business day following the 180th day after the redemption notices were submitted.
Item 4 is hereby amended to add the following: On June 30, 2026, each of Legion Partners I and Legion Partners II delivered to the Issuer written notice of redemption of all of the Series A Preferred Stock held by each of them, respectively, at the Holder Optional Redemption Price (as defined in the Certificate of Designation) (as defined in Amendment No. 6) payable in cash by the Issuer. The Issuer is required to redeem such shares on December 28, 2026, which is the next business day following the 180th day after the redemption notices were submitted.
Item 4 is hereby amended to add the following: On June 30, 2026, each of Legion Partners I and Legion Partners II delivered to the Issuer written notice of redemption of all of the Series A Preferred Stock held by each of them, respectively, at the Holder Optional Redemption Price (as defined in the Certificate of Designation) (as defined in Amendment No. 6) payable in cash by the Issuer. The Issuer is required to redeem such shares on December 28, 2026, which is the next business day following the 180th day after the redemption notices were submitted.
Item 4 is hereby amended to add the following: The Reporting Persons are holders of shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), of the Issuer, with rights as provided in the Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock of the Issuer (the "Certificate of Designations"). Section 8 of the of the Certificate of Designations, provides that from and after June 29, 2026, each holder of Series A Preferred Stock shall have the right to require that the Issuer redeem all or any portion of the conversion amount of such Holder's Series A Preferred Stock then outstanding, with such redemption to occur on the date which is the one hundred eightieth (180th) day, or the next business day if such date is not a business day, from the date the holder of Series A Preferred Stock gives notice to the Issuer. Any such redemption shall be pursuant to the terms of the Certificate of Designations. On June 30, 2026, the Reporting Persons submitted an optional redemption notice to the Issuer pursuant to Section 8 of the Certificate of Designations for 19,068.833524 shares of Series A Preferred Stock, plus all accrued and unpaid dividends, as well as all shares of Series A Preferred Stock paid as PIK dividends following June 30, 2026, representing the Reporting Persons' entire holdings of Series A Preferred Stock. The redemption date as set forth in the notice is December 28, 2026. Upon the occurrence of the redemption, the Reporting Persons' entire holdings of Series A Preferred Stock shall be purchased by the Issuer for cash and the Reporting Persons shall not hold any shares of Series A Preferred Stock. In its Form 10-Q filed May 6, 2026, the Issuer stated: "To make such cash redemption payments the Company would be required to obtain consent to such redemption payments or waiver of the restriction on cash dividends and/or redemptions set forth in each of the Company's credit agreements." 22NW believes that if the Issuer imposes this restriction on the redemption of its shares of Series A Preferred Stock it will be in contravention of the Certificate of Designations. 22NW intends to file a motion with the Supreme Court of the State of New York, County of New York to amend its outstanding Complaint against the Issuer and certain former directors and officers of the Issuer to, among other things, include a claim that when the Issuer entered into its current credit agreements in May 2023 it breached that certain Securities Purchase Agreement dated as of January 9, 2023, under which 22NW and other investors purchased the Series A Preferred Stock.
Item 4 is hereby amended to add the following: The Reporting Persons are holders of shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), of the Issuer, with rights as provided in the Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock of the Issuer (the "Certificate of Designations"). Section 8 of the of the Certificate of Designations, provides that from and after June 29, 2026, each holder of Series A Preferred Stock shall have the right to require that the Issuer redeem all or any portion of the conversion amount of such Holder's Series A Preferred Stock then outstanding, with such redemption to occur on the date which is the one hundred eightieth (180th) day, or the next business day if such date is not a business day, from the date the holder of Series A Preferred Stock gives notice to the Issuer. Any such redemption shall be pursuant to the terms of the Certificate of Designations. On June 30, 2026, the Reporting Persons submitted an optional redemption notice to the Issuer pursuant to Section 8 of the Certificate of Designations for 19,068.833524 shares of Series A Preferred Stock, plus all accrued and unpaid dividends, as well as all shares of Series A Preferred Stock paid as PIK dividends following June 30, 2026, representing the Reporting Persons' entire holdings of Series A Preferred Stock. The redemption date as set forth in the notice is December 28, 2026. Upon the occurrence of the redemption, the Reporting Persons' entire holdings of Series A Preferred Stock shall be purchased by the Issuer for cash and the Reporting Persons shall not hold any shares of Series A Preferred Stock. In its Form 10-Q filed May 6, 2026, the Issuer stated: "To make such cash redemption payments the Company would be required to obtain consent to such redemption payments or waiver of the restriction on cash dividends and/or redemptions set forth in each of the Company's credit agreements." 22NW believes that if the Issuer imposes this restriction on the redemption of its shares of Series A Preferred Stock it will be in contravention of the Certificate of Designations. 22NW intends to file a motion with the Supreme Court of the State of New York, County of New York to amend its outstanding Complaint against the Issuer and certain former directors and officers of the Issuer to, among other things, include a claim that when the Issuer entered into its current credit agreements in May 2023 it breached that certain Securities Purchase Agreement dated as of January 9, 2023, under which 22NW and other investors purchased the Series A Preferred Stock.
Item 4 is hereby amended to add the following: The Reporting Persons are holders of shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), of the Issuer, with rights as provided in the Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock of the Issuer (the "Certificate of Designations"). Section 8 of the of the Certificate of Designations, provides that from and after June 29, 2026, each holder of Series A Preferred Stock shall have the right to require that the Issuer redeem all or any portion of the conversion amount of such Holder's Series A Preferred Stock then outstanding, with such redemption to occur on the date which is the one hundred eightieth (180th) day, or the next business day if such date is not a business day, from the date the holder of Series A Preferred Stock gives notice to the Issuer. Any such redemption shall be pursuant to the terms of the Certificate of Designations. On June 30, 2026, the Reporting Persons submitted an optional redemption notice to the Issuer pursuant to Section 8 of the Certificate of Designations for 19,068.833524 shares of Series A Preferred Stock, plus all accrued and unpaid dividends, as well as all shares of Series A Preferred Stock paid as PIK dividends following June 30, 2026, representing the Reporting Persons' entire holdings of Series A Preferred Stock. The redemption date as set forth in the notice is December 28, 2026. Upon the occurrence of the redemption, the Reporting Persons' entire holdings of Series A Preferred Stock shall be purchased by the Issuer for cash and the Reporting Persons shall not hold any shares of Series A Preferred Stock. In its Form 10-Q filed May 6, 2026, the Issuer stated: "To make such cash redemption payments the Company would be required to obtain consent to such redemption payments or waiver of the restriction on cash dividends and/or redemptions set forth in each of the Company's credit agreements." 22NW believes that if the Issuer imposes this restriction on the redemption of its shares of Series A Preferred Stock it will be in contravention of the Certificate of Designations. 22NW intends to file a motion with the Supreme Court of the State of New York, County of New York to amend its outstanding Complaint against the Issuer and certain former directors and officers of the Issuer to, among other things, include a claim that when the Issuer entered into its current credit agreements in May 2023 it breached that certain Securities Purchase Agreement dated as of January 9, 2023, under which 22NW and other investors purchased the Series A Preferred Stock.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| BlackRock, Inc. | 13GPassive | 5.4% | 2.01M | Jul 29, 2026 |
| Legion Partners Asset Management, LLC | 13D/AActivist | 17.1% | 6.79M | Jul 2, 2026 |
Item 4 is hereby amended to add the following: On June 30, 2026, each of Legion Partners I and Legion Partners II delivered to the Issuer written notice of redemption of all of the Series A Preferred Stock held by each of them, respectively, at the Holder Optional Redemption Price (as defined in the Certificate of Designation) (as defined in Amendment No. 6) payable in cash by the Issuer. The Issuer is required to redeem such shares on December 28, 2026, which is the next business day following the 180th day after the redemption notices were submitted. | ||||
| Legion Partners Holdings, LLC | 13D/AActivist | 17.1% | 6.79M | Jul 2, 2026 |
Item 4 is hereby amended to add the following: On June 30, 2026, each of Legion Partners I and Legion Partners II delivered to the Issuer written notice of redemption of all of the Series A Preferred Stock held by each of them, respectively, at the Holder Optional Redemption Price (as defined in the Certificate of Designation) (as defined in Amendment No. 6) payable in cash by the Issuer. The Issuer is required to redeem such shares on December 28, 2026, which is the next business day following the 180th day after the redemption notices were submitted. | ||||
| Kiper Christopher S | 13D/AActivist | 17.1% | 6.79M | Jul 2, 2026 |
Item 4 is hereby amended to add the following: On June 30, 2026, each of Legion Partners I and Legion Partners II delivered to the Issuer written notice of redemption of all of the Series A Preferred Stock held by each of them, respectively, at the Holder Optional Redemption Price (as defined in the Certificate of Designation) (as defined in Amendment No. 6) payable in cash by the Issuer. The Issuer is required to redeem such shares on December 28, 2026, which is the next business day following the 180th day after the redemption notices were submitted. | ||||
| White Raymond T. | 13D/AActivist | 17.1% | 6.79M | Jul 2, 2026 |
Item 4 is hereby amended to add the following: On June 30, 2026, each of Legion Partners I and Legion Partners II delivered to the Issuer written notice of redemption of all of the Series A Preferred Stock held by each of them, respectively, at the Holder Optional Redemption Price (as defined in the Certificate of Designation) (as defined in Amendment No. 6) payable in cash by the Issuer. The Issuer is required to redeem such shares on December 28, 2026, which is the next business day following the 180th day after the redemption notices were submitted. | ||||
| Legion Partners, LLC | 13D/AActivist | 16.9% | 6.72M | Jul 2, 2026 |
Item 4 is hereby amended to add the following: On June 30, 2026, each of Legion Partners I and Legion Partners II delivered to the Issuer written notice of redemption of all of the Series A Preferred Stock held by each of them, respectively, at the Holder Optional Redemption Price (as defined in the Certificate of Designation) (as defined in Amendment No. 6) payable in cash by the Issuer. The Issuer is required to redeem such shares on December 28, 2026, which is the next business day following the 180th day after the redemption notices were submitted. | ||||
| Legion Partners, L.P. I | 13D/AActivist | 15.6% | 6.20M | Jul 2, 2026 |
Item 4 is hereby amended to add the following: On June 30, 2026, each of Legion Partners I and Legion Partners II delivered to the Issuer written notice of redemption of all of the Series A Preferred Stock held by each of them, respectively, at the Holder Optional Redemption Price (as defined in the Certificate of Designation) (as defined in Amendment No. 6) payable in cash by the Issuer. The Issuer is required to redeem such shares on December 28, 2026, which is the next business day following the 180th day after the redemption notices were submitted. | ||||
| 22NW Fund, LP | 13D/AActivist | 6.74% | 2.71M | Jul 2, 2026 |
Item 4 is hereby amended to add the following: The Reporting Persons are holders of shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), of the Issuer, with rights as provided in the Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock of the Issuer (the "Certificate of Designations"). Section 8 of the of the Certificate of Designations, provides that from and after June 29, 2026, each holder of Series A Preferred Stock shall have the right to require that the Issuer redeem all or any portion of the conversion amount of such Holder's Series A Preferred Stock then outstanding, with such redemption to occur on the date which is the one hundred eightieth (180th) day, or the next business day if such date is not a business day, from the date the holder of Series A Preferred Stock gives notice to the Issuer. Any such redemption shall be pursuant to the terms of the Certificate of Designations. On June 30, 2026, the Reporting Persons submitted an optional redemption notice to the Issuer pursuant to Section 8 of the Certificate of Designations for 19,068.833524 shares of Series A Preferred Stock, plus all accrued and unpaid dividends, as well as all shares of Series A Preferred Stock paid as PIK dividends following June 30, 2026, representing the Reporting Persons' entire holdings of Series A Preferred Stock. The redemption date as set forth in the notice is December 28, 2026. Upon the occurrence of the redemption, the Reporting Persons' entire holdings of Series A Preferred Stock shall be purchased by the Issuer for cash and the Reporting Persons shall not hold any shares of Series A Preferred Stock. In its Form 10-Q filed May 6, 2026, the Issuer stated: "To make such cash redemption payments the Company would be required to obtain consent to such redemption payments or waiver of the restriction on cash dividends and/or redemptions set forth in each of the Company's credit agreements." 22NW believes that if the Issuer imposes this restriction on the redemption of its shares of Series A Preferred Stock it will be in contravention of the Certificate of Designations. 22NW intends to file a motion with the Supreme Court of the State of New York, County of New York to amend its outstanding Complaint against the Issuer and certain former directors and officers of the Issuer to, among other things, include a claim that when the Issuer entered into its current credit agreements in May 2023 it breached that certain Securities Purchase Agreement dated as of January 9, 2023, under which 22NW and other investors purchased the Series A Preferred Stock. | ||||
| 22NW, LP | 13D/AActivist | 6.74% | 2.71M | Jul 2, 2026 |
Item 4 is hereby amended to add the following: The Reporting Persons are holders of shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), of the Issuer, with rights as provided in the Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock of the Issuer (the "Certificate of Designations"). Section 8 of the of the Certificate of Designations, provides that from and after June 29, 2026, each holder of Series A Preferred Stock shall have the right to require that the Issuer redeem all or any portion of the conversion amount of such Holder's Series A Preferred Stock then outstanding, with such redemption to occur on the date which is the one hundred eightieth (180th) day, or the next business day if such date is not a business day, from the date the holder of Series A Preferred Stock gives notice to the Issuer. Any such redemption shall be pursuant to the terms of the Certificate of Designations. On June 30, 2026, the Reporting Persons submitted an optional redemption notice to the Issuer pursuant to Section 8 of the Certificate of Designations for 19,068.833524 shares of Series A Preferred Stock, plus all accrued and unpaid dividends, as well as all shares of Series A Preferred Stock paid as PIK dividends following June 30, 2026, representing the Reporting Persons' entire holdings of Series A Preferred Stock. The redemption date as set forth in the notice is December 28, 2026. Upon the occurrence of the redemption, the Reporting Persons' entire holdings of Series A Preferred Stock shall be purchased by the Issuer for cash and the Reporting Persons shall not hold any shares of Series A Preferred Stock. In its Form 10-Q filed May 6, 2026, the Issuer stated: "To make such cash redemption payments the Company would be required to obtain consent to such redemption payments or waiver of the restriction on cash dividends and/or redemptions set forth in each of the Company's credit agreements." 22NW believes that if the Issuer imposes this restriction on the redemption of its shares of Series A Preferred Stock it will be in contravention of the Certificate of Designations. 22NW intends to file a motion with the Supreme Court of the State of New York, County of New York to amend its outstanding Complaint against the Issuer and certain former directors and officers of the Issuer to, among other things, include a claim that when the Issuer entered into its current credit agreements in May 2023 it breached that certain Securities Purchase Agreement dated as of January 9, 2023, under which 22NW and other investors purchased the Series A Preferred Stock. | ||||
| 22NW Fund GP, LLC | 13D/AActivist | 6.74% | 2.71M | Jul 2, 2026 |
Item 4 is hereby amended to add the following: The Reporting Persons are holders of shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), of the Issuer, with rights as provided in the Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock of the Issuer (the "Certificate of Designations"). Section 8 of the of the Certificate of Designations, provides that from and after June 29, 2026, each holder of Series A Preferred Stock shall have the right to require that the Issuer redeem all or any portion of the conversion amount of such Holder's Series A Preferred Stock then outstanding, with such redemption to occur on the date which is the one hundred eightieth (180th) day, or the next business day if such date is not a business day, from the date the holder of Series A Preferred Stock gives notice to the Issuer. Any such redemption shall be pursuant to the terms of the Certificate of Designations. On June 30, 2026, the Reporting Persons submitted an optional redemption notice to the Issuer pursuant to Section 8 of the Certificate of Designations for 19,068.833524 shares of Series A Preferred Stock, plus all accrued and unpaid dividends, as well as all shares of Series A Preferred Stock paid as PIK dividends following June 30, 2026, representing the Reporting Persons' entire holdings of Series A Preferred Stock. The redemption date as set forth in the notice is December 28, 2026. Upon the occurrence of the redemption, the Reporting Persons' entire holdings of Series A Preferred Stock shall be purchased by the Issuer for cash and the Reporting Persons shall not hold any shares of Series A Preferred Stock. In its Form 10-Q filed May 6, 2026, the Issuer stated: "To make such cash redemption payments the Company would be required to obtain consent to such redemption payments or waiver of the restriction on cash dividends and/or redemptions set forth in each of the Company's credit agreements." 22NW believes that if the Issuer imposes this restriction on the redemption of its shares of Series A Preferred Stock it will be in contravention of the Certificate of Designations. 22NW intends to file a motion with the Supreme Court of the State of New York, County of New York to amend its outstanding Complaint against the Issuer and certain former directors and officers of the Issuer to, among other things, include a claim that when the Issuer entered into its current credit agreements in May 2023 it breached that certain Securities Purchase Agreement dated as of January 9, 2023, under which 22NW and other investors purchased the Series A Preferred Stock. | ||||