LIFECORE BIOMEDICAL, INC.
14.30%
5,512,210
1005286
Sep 26, 2026
Sep 29, 2026, 04:15 PM
Reporting Persons (8)
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 |
|---|---|---|---|---|---|
| Nelson Obus | Individual | 14.30% | 5,512,210 | 164,100 | 5,348,111 |
| Joshua Landes | Individual | 13.90% | 5,348,110 | 0 | 5,348,110 |
| Wynnefield Capital Management, LLC | Other | 10.30% | 3,956,385 | 3,956,385 | 0 |
| Wynnefield Partners Small Cap Value, L.P. I | Partnership | 6.30% | 2,405,090 | 2,405,090 | 0 |
| Wynnefield Partners Small Cap Value, L.P. | Partnership | 4.10% | 1,551,295 | 1,551,295 | 0 |
| Wynnefield Capital, Inc. | CO | 2.70% | 1,024,376 | 1,024,376 | 0 |
| Wynnefield Small Cap Value Offshore Fund, Ltd. | CO | 2.70% | 1,024,376 | 1,024,376 | 0 |
| Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan | Employee Benefit Plan | 1.00% | 367,350 | 367,350 | 0 |
Disclosure Items (5)
Common Stock, $0.001 par value
LIFECORE BIOMEDICAL, INC.
3515 Lyman Boulevard, Chaska, MN, 55318
The beneficial ownership percentages reported herein are based on 37,853,060 shares of Common Stock outstanding as of July 29, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 as filed with the Securities and Exchange Commission on August 5, 2026. In accordance with Rule 13d-3 under the Exchange Act, shares of Common Stock issuable upon conversion of Series A Preferred Stock that are beneficially owned by a Reporting Person are deemed outstanding for purposes of calculating such Reporting Person's beneficial ownership, but are not deemed outstanding for purposes of calculating the beneficial ownership of any other Reporting Person. Shares of Common Stock underlying Series A Preferred Stock are included only to the extent presently convertible or convertible within 60 days. In accordance with the Certificate of Designations, fractional shares of Common Stock otherwise issuable upon conversion of Series A Preferred Stock are rounded up to the nearest whole share. Restricted stock units that are not vested or otherwise acquirable within 60 days are excluded from the beneficial ownership calculations. Based on the foregoing, the Wynnefield Reporting Persons may be deemed to beneficially own, in the aggregate, 5,512,211 shares of Common Stock, including 644,395 shares of Common Stock issuable upon conversion of Series A Preferred Stock, representing approximately 14.3% of the outstanding Common Stock, based on a denominator of 38,497,455 shares. The beneficial ownership of each Reporting Person is as follows: (i) Wynnefield Partners Small Cap Value, L.P. I beneficially owns 2,405,090 shares, representing 6.3% of the outstanding Common Stock, including 309,307 shares issuable upon conversion of Series A Preferred Stock, based on a denominator of 38,162,367 shares; (ii) Wynnefield Partners Small Cap Value, L.P. beneficially owns 1,551,295 shares, representing 4.1% of the outstanding Common Stock, including 206,210 shares issuable upon conversion of Series A Preferred Stock, based on a denominator of 38,059,270 shares; (iii) Wynnefield Small Cap Value Offshore Fund, Ltd. beneficially owns 1,024,376 shares, representing 2.7% of the outstanding Common Stock, including 128,878 shares issuable upon conversion of Series A Preferred Stock, based on a denominator of 37,981,938 shares; (iv) Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan beneficially owns 367,350 shares, representing 1.0% of the outstanding Common Stock, based on a denominator of 37,853,060 shares; (v) Wynnefield Capital Management, LLC may be deemed to beneficially own 3,956,385 shares, representing 10.3% of the outstanding Common Stock, including 515,517 shares issuable upon conversion of Series A Preferred Stock, based on a denominator of 38,368,577 shares; (vi) Wynnefield Capital, Inc. may be deemed to beneficially own 1,024,376 shares, representing 2.7% of the outstanding Common Stock, including 128,878 shares issuable upon conversion of Series A Preferred Stock, based on a denominator of 37,981,938 shares; (vii) Nelson Obus may be deemed to beneficially own 5,512,210 shares, representing 14.3% of the outstanding Common Stock, including 644,394 shares issuable upon conversion of Series A Preferred Stock and excluding 25,907 restricted stock units that are not vested or otherwise acquirable within 60 days and that settle on a one-for-one basis in shares of Common Stock, based on a denominator of 38,497,454 shares; and (viii) Joshua Landes may be deemed to beneficially own 5,348,110 shares, representing 13.9% of the outstanding Common Stock, including 644,395 shares issuable upon conversion of Series A Preferred Stock, based on a denominator of 38,497,454 shares.
WCM is the sole general partner of Partners and Partners I and may be deemed to be the indirect beneficial owner of shares beneficially owned by Partners and Partners I. WCM has sole power to direct the voting and disposition of the Common Stock beneficially owned by Partners and Partners I. Messrs. Obus and Landes are the co-managing members of WCM and may each be deemed to be indirect beneficial owners of the Common Stock that WCM may be deemed to beneficially own. Messrs. Obus and Landes share the power to direct voting and disposition of shares WCM may be deemed to beneficially own. WCI is the sole investment manager of Offshore and may be deemed to be the indirect beneficial owner of the Common Stock beneficially owned by Offshore. The voting and dispositive power for each Wynnefield Reporting Person is reflected in the cover-page ownership tables above.
On June 4, 2026, Nelson Obus was granted 25,907 restricted stock units, which convert into shares of Common Stock on a 1-for-1 basis and are not vested or otherwise acquirable within 60 days of the date hereof. Such restricted stock units are excluded from the beneficial ownership calculations reported herein. The delivery of the redemption notices described in Item 4 did not involve a transaction in the Common Stock. The execution of the Support Agreement did not involve an acquisition or disposition of Common Stock by the Wynnefield Reporting Persons. Except as described in Item 4 and in this Item 5(c), no transactions in the Common Stock were effected by the Wynnefield Reporting Persons during the 60 days prior to the date hereof.
No person other than the Wynnefield Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported herein.
N/A
Item 6 is hereby amended to add the following: On September 27, 2026, the Wynnefield Reporting Persons entered into the Support Agreement with Parent and the Issuer. Pursuant to the Support Agreement, and subject to its terms and conditions, the Wynnefield Reporting Persons agreed to vote their Covered Shares (as defined in the Support Agreement) in favor of the adoption and approval of the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement, to support certain adjournment or postponement proposals, and to vote against certain competing acquisition proposals and other matters that would reasonably be expected to impede, interfere with or materially and adversely affect the consummation of the merger. The Wynnefield Reporting Persons also agreed to cause their Covered Shares to be present for purposes of establishing a quorum. The Support Agreement contains restrictions on transfers of Covered Shares, subject to specified permitted transfers generally conditioned upon the transferee agreeing to be bound by the Support Agreement. The Support Agreement applies to certain after-acquired shares, including shares of Common Stock acquired upon conversion of Series A Preferred Stock. The Support Agreement generally terminates upon the earliest to occur of the time the required stockholder vote is obtained, the effective time of the merger, the termination of the Merger Agreement or a change in the recommendation of the Issuer's board of directors effected in accordance with the Merger Agreement; provided that, if termination occurs because the required stockholder vote is obtained, the voting obligations in Section 3 survive until the earlier events specified in the Support Agreement. In addition, each Wynnefield Reporting Person may terminate the Support Agreement as to itself following certain adverse changes to the contingent value rights or other consideration payable to it. Certain provisions survive termination. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 99.1 to this Amendment No. 11 and incorporated herein by reference.
Exhibit 99.1 Voting and Support Agreement, dated as of September 27, 2026, by and among Lifecore, Inc., Lifecore Biomedical, Inc. and the stockholders listed on Schedule A thereto.