Business
Lifecore Biomedical Announces Special Stockholder Meeting
Company Seeking to Remove Convertible Preferred Stock Exchange Cap to Permit Potential Conversion of Series A Preferred Stock as Contemplated by the Series A
About this update from Lifecore Biomedical, Inc.
[{"type":"text","content":"Company Seeking to Remove Convertible Preferred Stock Exchange Cap to Permit Potential Conversion of Series A Preferred Stock as Contemplated by the Series A Preferred Stock Terms\nCHASKA, Minn., Jan. 17, 2025 (GLOBE NEWSWIRE) -- Lifecore Biomedical, Inc. (NASDAQ: LFCR) (“Lifecore”), a fully integrated contract development and manufacturing organization (“CDMO”), today announced that it intends to hold a special meeting of its stockholders (the “Special Meeting”) on April 10, 2025 (the “Special Meeting Date”), to consider and vote on a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of its common stock, par value $0.001 per share (“Common Stock”) issuable upon conversion of shares of Lifecore’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Convertible Preferred Stock”) in an amount in excess of 19.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of such Convertible Preferred Stock (the “Proposal”). Pursuant to the terms of the Convertible Preferred Stock, the holders currently have the right to convert their shares of Convertible Preferred Stock into Common Stock, subject to certain limitations. Such limitations include limiting the ability to convert in an amount in excess of 19.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of such Convertible Preferred Stock (the “Convertible Preferred Stock Exchange Cap”). As contemplated by the Convertible Preferred Stock Securities Purchase Agreement dated January 9, 2023 (the “Purchase Agreement”), Lifecore is seeking stockholder approval for the Proposal, thereby eliminating the Convertible Preferred Stock Exchange Cap. Based on the current conversion price of the Convertible Preferred Stock, the maximum number of shares of Common Stock that the Convertible Stock can be converted into is 6,056,284 shares. The Proposal, if approved, would allow the potential conversion of Convertible Preferred Stock beyond the current limit in accordance with its terms. As of the date of this press release, no holders of Lifecore’s Convertible Preferred Stock have elected to convert their shares to Common Stock. This meeting is being held solely for the purpose of accommodating the terms of the Purchase Agreement, and Lifecore currentl...