Lifecore Biomedical, Inc. is party to a merger agreement providing, subject to its terms and conditions, for Hazel Merger Sub, Inc., a wholly owned subsidiary of Lifecore, Inc., to merge into Lifecore Biomedical, with Lifecore Biomedical surviving. On September 27, 2026, the Wynnefield reporting persons, including Nelson Obus and Joshua Landes, co-managing members of Wynnefield Capital Management, LLC, entered a Voting and Support Agreement; its execution did not involve an acquisition or disposition of common stock.
The reporting persons agreed to vote their Covered Shares for the merger and related transactions and against certain competing acquisition proposals. They also agreed to support certain adjournment or postponement proposals and cause their shares to be present for a quorum. Transfers are restricted, subject to specified permitted transfers generally conditioned on the transferee agreeing to be bound, and the reporting persons waived appraisal rights, subject to the agreement's terms.
The reporting persons may be deemed to beneficially own 5,512,211 shares, approximately 14.3% based on a denominator of 38,497,455 shares; the aggregate includes 644,395 shares issuable upon conversion of Series A Preferred Stock. Three Wynnefield entities delivered notices on June 30, 2026 to redeem all Series A Preferred Stock they held.
Lifecore Biomedical, Inc. said its subsidiary Lifecore Biomedical, LLC amended its contract manufacturing agreement with Alcon Research, LLC, effective November 1, 2026. The amendment extends the Initial Term from December 31, 2031 to December 31, 2034 and provides for automatic renewal in successive 24-month periods unless either party gives proper notice.
The amendment also establishes Alcon’s minimum purchase obligations through 2034 and certain supply obligations of Lifecore. Beginning November 1, 2026, Lifecore agreed not to enter new agreements to develop, supply or manufacture certain products that directly compete with certain Alcon products. The restriction does not limit performance under agreements existing before that date, or their renewal, extension, amendment or replacement on substantially similar terms or terms more favorable to Lifecore.
Lifecore Biomedical, Inc. agreed to a merger in which Hazel Merger Sub, Inc. will merge into the issuer, which will survive as a wholly owned subsidiary of Lifecore Inc. Each eligible common share is to receive $6.28 in cash and one contingent value right (CVR). Series A preferred shares are to receive cash based on the defined Conversion Amount plus one CVR for each common share into which they are convertible.
Closing is subject to the issuer stockholder vote, expiration or termination of the Hart-Scott-Rodino waiting period, other required governmental consents, registrations, notices or approvals, and the absence of a legal restraint. The reporting persons agreed not to transfer covered shares and to vote for the merger and against specified competing proposals. The voting agreement ends upon the earliest of the required vote, the merger’s effective time, termination of the merger agreement, or a qualifying adverse board recommendation.
Legion Partners Asset Management reported beneficial ownership of 6,991,719 shares, approximately 17.3%. Legion Partners Holdings, Christopher S. Kiper and Raymond White each reported 6,991,919 shares, approximately 17.3%, through overlapping attribution. Kiper and White are identified as managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings.
Lifecore Biomedical (LFCR) entered into a merger agreement under which an affiliate of Webster Equity Partners would acquire the company. At closing, common shareholders would receive $6.28 per share in cash plus one non-tradable contingent value right (CVR) per share; the transaction is valued at up to $663.7 million assuming full achievement of performance milestones. The initial cash consideration represents an approximately 49.5% premium to LFCR’s September 25, 2026 closing price.
CVR payments depend on performance milestones: $30 million for 2028, $45 million for 2029 and $85 million for 2030, up to $160 million in aggregate. The 2028 and 2029 milestones are revenue-based, and the 2030 milestone is EBITDA-based. Assuming full milestone payments, potential consideration is $9.67 per common share or common-stock equivalent. The transaction is expected to close at the end of Q4 2026, subject to stockholder and regulatory approvals and other conditions; Lifecore has a 30-day go-shop period for alternative proposals.
Lifecore also disclosed signing a three-year extension of its Alcon Manufacturing Agreement through 2034; continued effectiveness of specified Alcon agreements is a closing condition. Series A preferred holders would receive a cash amount based on the defined Conversion Amount plus CVRs. That amount was approximately $50.2 million as of June 30, 2026.
Lifecore Biomedical generated Q2 2026 revenue of $34.2 million and a net loss of $6.2 million; first‑half revenue was $57.4 million with a $21.1 million net loss. CDMO revenue declined while HA manufacturing grew in the quarter, and gross margin eased to 35.3%.
R&D and SG&A expenses fell year on year, and operating cash flow was positive at $2.5 million, but higher interest expense and losses on a related‑party debt derivative deepened overall losses. Cash was $17.2 million with $21.6 million of revolver availability and $192.7 million outstanding on a term loan from major customer Alcon.
The balance sheet includes $50.2 million of Series A Redeemable Convertible Preferred Stock; all shares have been noticed for redemption in December 2026, which would require lender consents and could accrue extra charges if unpaid. Lifecore reports covenant compliance and believes current liquidity covers at least the next twelve months. A securities class action has a preliminarily approved settlement expected to be covered by insurance, while an investor contract dispute continues with limited remaining claims, and an SEC enforcement inquiry related to a past restatement has been closed with no action.
Lifecore Biomedical reported softer mid‑2026 results while reaffirming its full‑year outlook. For the second quarter of 2026, revenue was $34.2 million, down 6.2% from $36.4 million, as CDMO revenue fell 34% while hyaluronic‑acid manufacturing grew 44%. Gross margin declined to 35.3% from 38.4%, and net loss widened to $6.2 million, or $0.19 per share, from $1.1 million, or $0.06 per share. Adjusted EBITDA was $8.6 million versus $9.1 million a year earlier.
For the six months ended June 30, 2026, revenue was $57.4 million, down 19.9% from $71.6 million, with gross profit of $16.5 million versus $23.8 million. Net loss was $21.1 million, or $0.61 per share, compared with $15.9 million, or $0.48 per share, while Adjusted EBITDA declined to $9.6 million from $14.8 million. Operating cash flow was $2.5 million and free cash flow $0.9 million. Lifecore ended the quarter with $38.8 million of liquidity, including $17.2 million of cash and $21.6 million of revolver availability, against total liabilities of $213.4 million and a stockholders’ deficit of $34.1 million.
The company added 13 programs to its development pipeline over the past 12 months, including eight late‑stage programs, and completed seven customer and regulatory audits in the quarter. It reaffirmed 2026 guidance for revenue of $120–$125 million and Adjusted EBITDA of $20.5–$25 million, and reiterated long‑term goals for roughly 12% revenue CAGR and Adjusted EBITDA margins above 25% by the end of 2029.
BlackRock, Inc. reports a passive ownership position in Lifecore Biomedical, Inc. common stock. BlackRock and certain of its business units beneficially own 2,010,546 shares of Lifecore common stock, representing 5.4% of the class. Of these, 1,988,535 shares carry sole voting power, and all 2,010,546 shares are subject to BlackRock’s sole dispositive power, with no shared voting or dispositive authority. Various underlying clients and accounts have rights to dividends or sale proceeds, but no single other person has more than five percent of Lifecore’s outstanding common shares. The filing is signed by a BlackRock managing director under a power of attorney.
Legion Partners and related entities report a significant stake in Lifecore Biomedical, Inc. (LFCR) and update their position details. They collectively may be deemed to beneficially own up to 6,794,595 common shares, representing approximately 17.1% of Lifecore’s common stock, including shares issuable from immediately convertible Series A Preferred Stock and director equity awards.
Legion Partners I beneficially owns 6,196,557 shares and Legion Partners II owns 520,263 shares, both including shares issuable upon conversion of Series A Preferred Stock. The ownership percentages are calculated using 37,509,407 common shares outstanding as of April 29, 2026, plus the shares underlying the preferred stock held by the group.
The group also discloses that on June 30, 2026, Legion Partners I and II delivered written notices to redeem all of their Series A Preferred Stock at the Holder Optional Redemption Price, with Lifecore required to redeem these preferred shares for cash on December 28, 2026. The reporting persons state they have made no Lifecore securities transactions in the previous 60 days and expressly disclaim beneficial ownership of securities they do not directly own.
Lifecore Biomedical received redemption notices for all 49,263 outstanding shares of its Series A Redeemable Convertible Preferred Stock, triggering a required cash redemption of approximately $52.1 million on December 28, 2026, based on a $1,000 per-share price plus accrued dividends.
As of June 30, 2026, the Series A Preferred Stock carried about $0.9 million of accrued and unpaid dividends and a total liquidation value of roughly $50.2 million. If Lifecore does not redeem all shares submitted on December 28, 2026, the unpaid balance will accrue interest at 1% per month.
The company must obtain lender consent under its credit agreements before making redemption payments and is evaluating strategic alternatives, including cash on hand, potential debt or equity financings, and other transactions. As of March 31, 2026, Lifecore reported total liquidity of $38.1 million, including $20.8 million in cash and cash equivalents and $17.3 million of availability under its revolving credit facility.