Every 8-K that Lifecore Biomedical, Inc. (LFCR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow LFCR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full LFCR filings page.
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 (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 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.
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.
Lifecore Biomedical, Inc. reported results from its 2026 annual meeting of stockholders. Investors approved the 2026 Stock Incentive Plan, which will authorize 2,500,000 shares of common stock for equity awards, plus any shares returning from forfeited or expired awards under the existing 2019 plan. The new plan becomes effective on October 16, 2026, when the 2019 plan expires.
Stockholders also elected nine directors, including seven chosen by all voting stockholders and two elected solely by Series A preferred holders. They ratified KPMG LLP as independent auditor for 2026 and approved a non-binding advisory vote on executive compensation.
Lifecore Biomedical, Inc. reported first-quarter 2026 revenue of $23.2 million, down 34% from $35.2 million in the comparable 2025 quarter, as both CDMO and hyaluronic acid manufacturing sales declined. Gross margin fell to 19% from 28%, while operating expenses dropped 52% to $9.1 million, reflecting cost containment.
The company posted a net loss of $15.0 million, or $0.43 per diluted share, similar to the prior period’s $14.8 million loss. Adjusted EBITDA was $1.0 million, down from $5.7 million. Cash from operations improved to $4.7 million and free cash flow reached $3.6 million, supported by lower capital spending.
Lifecore ended the quarter with $38.1 million of liquidity, including $20.8 million of cash and $17.3 million of revolver availability. Management reaffirmed 2026 guidance for revenue of $120–$125 million and Adjusted EBITDA of $20.5–$25 million, and highlighted three new commercial site transfer wins, ongoing margin initiatives, and the January 2026 launch of a new ERP system.
Lifecore Biomedical, Inc. reported strong improvement for the seven‑month transition period ended December 31, 2025, with revenue of $75.5 million, up 20% from $63.0 million in the comparable 2024 period. Gross margin rose to 31% from 26%, while operating expenses fell to $24.4 million, a 31% reduction from $35.6 million. Net loss narrowed to $18.0 million from $30.6 million, and Adjusted EBITDA increased to $13.1 million from $2.6 million, with free cash flow of $3.6 million versus a prior use of $11.8 million. Lifecore ended the quarter with $38.9 million of liquidity, including $17.5 million of cash and $21.4 million of revolver availability.
For 2026, the company guides to revenue of $120–$125 million and a GAAP net loss of $(33.4)–$(28.9) million, compared with pro forma 2025 revenue of $141.4 million and a net loss of $(26.0) million. 2026 Adjusted EBITDA is projected at $20.5–$25.0 million versus pro forma 2025 Adjusted EBITDA of $30.1 million. The balance sheet shows total assets of $232.2 million and total liabilities of $198.1 million, with stockholders’ equity at $(14.2) million.
The capital structure includes Series A Redeemable Convertible Preferred Stock with an aggregate liquidation preference of $50.2 million as of June 29, 2026; holders may demand redemption from that date, and unpaid amounts accrue interest at 1.0% per month. Under Lifecore’s term loan with Alcon Research, LLC, interest is currently payable‑in‑kind, but starting in May 2026, 3% per year becomes payable in cash through maturity in May 2029, with the remaining 7% continuing as payable‑in‑kind. Management targets a 12% revenue CAGR from 2025–2029 and EBITDA margins above 25% over the mid‑term, supported by expanded capacity, new customer programs, and an ERP system launched in January 2026 intended to improve efficiency.
Lifecore Biomedical, Inc. is aligning its corporate calendar with the calendar year after previously changing its fiscal year to end on December 31 for the period from May 26, 2025 to December 31, 2025. The company also plans to align its Annual Meetings and proxy filings with typical calendar-year reporting practices.
The Board has set June 4, 2026 as the date of the 2026 Annual Meeting of Stockholders. Because this is more than 30 days earlier than the prior year’s October 29, 2025 meeting, shareholder proposals and director nominations must be received by March 16, 2026 and must meet all requirements under SEC rules, the company’s Bylaws, and Delaware law.
Lifecore Biomedical, Inc. reported that its Compensation Committee approved and adopted a new Incentive Bonus Plan effective January 14, 2026. The plan covers executive officers and certain other employees chosen by the committee and provides for cash bonus payments based on achieving financial and other performance targets.
The committee has broad authority under the plan to select participants, set performance periods, choose and weight performance goals, determine bonus amounts, link payouts to the level of goal achievement, and adjust awards for unusual events such as acquisitions or divestitures. The full text of the Incentive Bonus Plan is filed as Exhibit 10.1 to the report.
Lifecore Biomedical, Inc. reported that, beginning on November 18, 2025, it intends to use an updated investor presentation in discussions with certain investors, analysts and other parties. The presentation, dated November 17, 2025, is provided as an exhibit and will also be available on the company’s investor relations website under events and presentations. The disclosure is made under Regulation FD to make the same information available to the broader market.
Lifecore Biomedical (LFCR) furnished updates tied to its latest quarter. The company issued a press release announcing consolidated financial results for the three months ended September 30, 2025, furnished as Exhibit 99.1. It also made an investor presentation available on its website, furnished as Exhibit 99.2. The materials were provided on November 6, 2025 and are furnished, not filed, under the Exchange Act. Lifecore’s common stock trades on the NASDAQ Global Select Market under the symbol LFCR.
Lifecore Biomedical (LFCR) reported the results of its 2025 annual meeting. Stockholders elected nine directors: seven were elected by all stockholders voting together, and two were elected solely by holders of the Series A Convertible Preferred Stock. The director slate received strong support across nominees.
Stockholders also ratified KPMG LLP as independent auditor for the fiscal year ending December 31, 2025, with 35,663,643 votes for, 15,326 against, and 68,718 abstentions. In a non-binding advisory vote, executive compensation was approved with 24,642,130 votes for, 238,354 against, 80,394 abstentions, and 10,786,809 broker non-votes.
As of the September 2, 2025 record date, there were 37,436,784 shares of common stock outstanding and entitled to vote. Series A Preferred totaled 46,593 shares, which were entitled to elect two preferred directors and to vote on an as-converted basis representing the equivalent of 7,131,735 common shares on other items, subject to applicable limits.
Lifecore Biomedical, Inc. approved a new cash incentive plan, the CY 2025 Transition Period Bonus Plan, covering the approximately seven-month period from May 26, 2025 through December 31, 2025. This plan replaces a previously approved 2026 bonus plan following the company’s change in fiscal year-end to December 31.
Under the plan, each executive officer’s cash bonus opportunity is weighted 80% to company financial performance based on Adjusted EBITDA and total revenue, 10% to individual performance objectives, and 10% to four equally weighted company business goals. No bonus is earned unless minimum Adjusted EBITDA is achieved, and the bonus tied to financial goals is capped at 200% of the target opportunity.
At the target level, bonus opportunities for the transition period are set at 100% of base salary for President and CEO Paul Josephs, 60% for CFO Ryan D. Lake, and 50% for Chief Legal and Administration Officer Thomas D. Salus, with Mr. Salus receiving 125% of any bonus he earns under his employment agreement. All payments are subject to the company’s compensation recoupment (clawback) policy.
Lifecore Biomedical reported material weaknesses in its internal control over financial reporting, identifying deficiencies in Information and Communication, Control Activities and Monitoring. The company said the weaknesses relate to accounting and classification of non-standard transactions, inventory valuation, capitalization of interest on assets under construction, recognition of development revenue and related cost of sales, presentation of operating costs for continuing and discontinued operations, and write-offs of receivables from its former Curation Foods businesses. Management concluded that, as of May 25, 2025, these deficiencies remained aggregated as material weaknesses. The Audit Committee discussed the issues with BDO, authorized BDO to respond to KPMG inquiries, and filed BDO's letter as Exhibit 16 to the Form 8-K.
Lifecore Biomedical intends to use a presentation in discussions with investors, analysts and others and has furnished that presentation as Exhibit 99.1 to this Current Report. The company says the Presentation will be posted on its investor relations website and that the material furnished in this Item (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act nor incorporated by reference into future Securities Act filings unless expressly stated.
This disclosure is a Regulation FD furnishing of investor materials and confirms where the Presentation will be available; the report is signed by the company's Chief Financial Officer.