[SCHEDULE 13D/A] LIFECORE BIOMEDICAL, INC. \DE\ Amended Major Shareholder Report
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
|
Lifecore Biomedical, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
514766104 (CUSIP Number) |
Aron R. English, 22NW, LP
590 1st Avenue S, Unit C1
Seattle, WA, 98104
(206) 227-3078
590 1st Avenue S, Unit C1
Seattle, WA, 98104
(206) 227-3078
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/30/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
schemaVersion:
SCHEDULE 13D
|
| CUSIP Number(s): | 514766104 |
| 1 |
Name of reporting person
22NW Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,712,472.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Including 2,711,218 Shares issuable upon the conversion of certain shares of Series A Preferred Stock that are convertible within 60 days of the date hereof pursuant to the terms and conditions of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Issuer.
Percentage is based upon 40,220,625 Shares outstanding, consisting of (i) 37,509,407 shares of Common Stock as of April 29, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026, plus (ii) 2,711,218 Shares issuable upon the conversion of certain shares of Series A Preferred Stock.
SCHEDULE 13D
|
| CUSIP Number(s): | 514766104 |
| 1 |
Name of reporting person
22NW, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,712,472.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Including 2,711,218 Shares issuable upon the conversion of certain shares of Series A Preferred Stock that are convertible within 60 days of the date hereof pursuant to the terms and conditions of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Issuer.
Percentage is based upon 40,220,625 Shares outstanding, consisting of (i) 37,509,407 shares of Common Stock as of April 29, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026, plus (ii) 2,711,218 Shares issuable upon the conversion of certain shares of Series A Preferred Stock.
SCHEDULE 13D
|
| CUSIP Number(s): | 514766104 |
| 1 |
Name of reporting person
22NW Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,712,472.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Including 2,711,218 Shares issuable upon the conversion of certain shares of Series A Preferred Stock that are convertible within 60 days of the date hereof pursuant to the terms and conditions of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Issuer.
Percentage is based upon 40,220,625 Shares outstanding, consisting of (i) 37,509,407 shares of Common Stock as of April 29, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026, plus (ii) 2,711,218 Shares issuable upon the conversion of certain shares of Series A Preferred Stock.
SCHEDULE 13D
|
| CUSIP Number(s): | 514766104 |
| 1 |
Name of reporting person
22NW GP, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,712,472.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Including 2,711,218 Shares issuable upon the conversion of certain shares of Series A Preferred Stock that are convertible within 60 days of the date hereof pursuant to the terms and conditions of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Issuer.
Percentage is based upon 40,220,625 Shares outstanding, consisting of (i) 37,509,407 shares of Common Stock as of April 29, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026, plus (ii) 2,711,218 Shares issuable upon the conversion of certain shares of Series A Preferred Stock.
SCHEDULE 13D
|
| CUSIP Number(s): | 514766104 |
| 1 |
Name of reporting person
Aron R. English | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,712,472.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Including 2,711,218 Shares issuable upon the conversion of certain shares of Series A Preferred Stock that are convertible within 60 days of the date hereof pursuant to the terms and conditions of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Issuer.
Percentage is based upon 40,220,625 Shares outstanding, consisting of (i) 37,509,407 shares of Common Stock as of April 29, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026, plus (ii) 2,711,218 Shares issuable upon the conversion of certain shares of Series A Preferred Stock.
SCHEDULE 13D
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| CUSIP Number(s): | 514766104 |
| 1 |
Name of reporting person
Bryson O. Hirai-Hadley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
583.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP Number(s): | 514766104 |
| 1 |
Name of reporting person
Nathaniel Calloway | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Lifecore Biomedical, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3515 Lyman Boulevard, Chaska,
MINNESOTA
, 55318. | |
Item 1 Comment:
The following constitutes Amendment No. 8 ("Amendment No. 8") to the Schedule 13D filed by the undersigned on January 10, 2023, as previously amended on June 28, 2023, February 29, 2024, May 20, 2024, June 11, 2024, July 1, 2024, December 26, 2024 and May 29, 2025 (as amended, the "Schedule 13D"). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein. | ||
| Item 4. | Purpose of Transaction | |
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 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) - (b) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 40,220,625 Shares outstanding, consisting of (i) 37,509,407 shares of Common Stock as of April 29, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026, plus (ii) 2,711,218 Shares issuable upon the conversion of certain shares of Series A Preferred Stock.
As of the date hereof, 22NW Fund directly beneficially owned 2,712,472 Shares, including 2,711,218 Shares issuable upon the conversion of certain shares of Series A Preferred Stock, constituting approximately 6.74% of the Shares outstanding.
As of the date hereof, Mr. Hirai-Hadley directly beneficially owned 583 Shares, constituting less than 1% of the Shares outstanding. By virtue of his position as a partner of 22NW, Mr. Hirai-Hadley may be deemed to beneficially own the 2,712,472 Shares beneficially owned by 22NW Fund, constituting approximately 6.74% of the Shares outstanding, although he disclaims beneficial ownership of such shares.
As of the date hereof, Mr. Calloway directly beneficially owned zero Shares, constituting 0% of the Shares outstanding. By virtue of his position as a partner of 22NW, Mr. Calloway may be deemed to beneficially own the 2,712,472 Shares beneficially owned by 22NW Fund, constituting approximately 6.74% of the Shares outstanding, although he disclaims beneficial ownership of such shares.
22NW, as the investment manager of 22NW Fund, may be deemed to beneficially own the 2,712,472 Shares beneficially owned by 22NW Fund, constituting approximately 6.74% of the Shares outstanding. 22NW GP, as the general partner of 22NW Fund, may be deemed to beneficially own the 2,712,472 Shares beneficially owned by 22NW Fund, constituting approximately 6.74% of the Shares outstanding. 22NW Inc., as the general partner of 22NW, may be deemed to beneficially own the 2,712,472 Shares beneficially owned by 22NW Fund, constituting approximately 6.74% of the Shares outstanding. Mr. English, as the portfolio manager of 22NW, manager of 22NW GP and president and sole shareholder of 22NW Inc., may be deemed to beneficially own the 2,712,472 Shares beneficially owned by 22NW Fund, constituting approximately 6.74% of the Shares outstanding.
Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such group may be deemed to beneficially own the 2,712,472 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 6.74% of the outstanding Shares. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
| |
| (b) | In the past sixty days, the Reporting Persons have not made any transactions in the Issuer's common stock, except that they have submitted the optional redemption notice discussed in Item 4. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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