Lifecore Biomedical, Inc.
7.49%
2,975,398
1005286
514766104
May 26, 2025
May 29, 2025, 09:56 PM
Reporting Persons (7)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| 22NW Fund, LP | Partnership | 7.49% | 2,975,398 | 2,975,398 | 0 |
| 22NW, LP | Partnership | 7.49% | 2,975,398 | 2,975,398 | 0 |
| 22NW Fund GP, LLC | Other | 7.49% | 2,975,398 | 2,975,398 | 0 |
| 22NW GP, Inc. | CO | 7.49% | 2,975,398 | 2,975,398 | 0 |
| Aron R. English | Individual | 7.49% | 2,975,398 | 2,975,398 | 0 |
| Bryson O. Hirai-Hadley | Individual | 0.00% | 583 | 583 | 0 |
| Nathaniel Calloway | Individual | 0.00% | 0 | 0 | 0 |
Disclosure Items (2)
Common Stock, par value $0.001 per share
Lifecore Biomedical, Inc.
3515 Lyman Boulevard, Chaska, MN, 55318
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 39,736,549 Shares outstanding, consisting of (i) 37,025,331 shares of Common Stock as of March 27, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 3, 2025, 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 2,975,398 Shares, including 2,711,218 Shares issuable upon the conversion of certain shares of Series A Preferred Stock, constituting approximately 7.49% 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 2,975,398 Shares beneficially owned by 22NW Fund, constituting approximately 7.49% of the Shares outstanding. As of the date hereof, Mr. Calloway directly beneficially owned zero Shares, constituting less than 0% of the Shares outstanding. By virtue of his position as a partner of 22NW, Mr. Calloway may be deemed to beneficially own the 2,975,398 Shares beneficially owned by 22NW Fund, constituting approximately 7.49% of the Shares outstanding. 22NW, as the investment manager of 22NW Fund, may be deemed to beneficially own the 2,975,398 Shares beneficially owned by 22NW Fund, constituting approximately 7.49% of the Shares outstanding. 22NW GP, as the general partner of 22NW Fund, may be deemed to beneficially own the 2,975,398 Shares beneficially owned by 22NW Fund, constituting approximately 7.49% of the Shares outstanding. 22NW Inc., as the general partner of 22NW, may be deemed to beneficially own the 2,975,398 Shares beneficially owned by 22NW Fund, constituting approximately 7.49% 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 2,975,398 Shares beneficially owned by 22NW Fund, constituting approximately 7.49% 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 2,975,398 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 7.49% 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.
In the past sixty days, 22NW Fund, LP sold 1,490,981 shares of the Issuer's common stock in the aggregate in the open market. Attached as Schedule A is a chart including the date of the transaction, the number of shares sold, and the weighted average price of the shares sold in the past sixty days.