LFCR 10-K Annual Report May 29, 2022 | Alphaminr
LIFECORE BIOMEDICAL, INC. \DE\

LFCR 10-K Fiscal year ended May 29, 2022

LIFECORE BIOMEDICAL, INC. \DE\
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Name: LANDEC CORP CA <br /> CIK: 1005286 <br /> Filing Type: 10-K/A <br /> Report Date: 2022-05-29 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/1005286/000100528623000055/lndc-20220529.htm <br />
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1 Asset Purchase Agreement, dated June 1, 2021, by and among the Company, Curation Foods, and Taylor Farms Retail, Inc., incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K filed on December 17, 2021. 3.1 Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on November 7, 2008. 3.2 Amended and Restated By-Laws of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on October 16, 2012. 3.3 Amendment No. 1 to By-Laws of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on May 7, 2019. 3.4 Amendment No. 2 to By-Laws of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on May 24, 2019. 3.5 Amendment No. 3 to By-Laws of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on October 19, 2020. 4.1+ Description of Capital Stock. 10.1 Form of Indemnification Agreement incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on October 17, 2018. 10.2* Landec Corporation Nonqualified Deferred Compensation Plan, incorporated herein by reference to the Registrants Annual Report on Form 10-Kfiled onAugust 7, 2013. 10.3* Landec Corporation 2013 Stock Incentive Plan, incorporated herein by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-Kfiled onOctober 11, 2013. 10.4* First Amendment to the Landec Corporation 2013 Stock Incentive Plan, incorporated herein by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-Kfiled onOctober 23, 2017. 10.5* Form of Stock Grant Agreement for the Landec Corporation 2013 Stock Incentive Plan, incorporated herein by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-Kfiled onOctober 11, 2013. 10.6* Form of Notice of Stock Option Grant and Stock Option Agreement for the Landec Corporation 2013 Stock Incentive Plan, incorporated herein by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-Kfiled onOctober 11, 2013. 10.7* Form of Stock Unit Agreement for the Landec Corporation 2013 Stock Incentive Plan, incorporated herein by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-Kfiled onOctober 11, 2013. 10.8* Form of Notice of Grant of Stock Appreciation Right and Stock Appreciation Right Agreement for the Landec Corporation 2013 Stock Incentive Plan, incorporated herein by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-Kfiled onOctober 11, 2013. 10.9* Landec Corporation 2019 Stock Incentive Plan, including the forms of awards attached thereto, incorporated herein by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-Kfiled onOctober 21, 2019.2019 Stock Incentive Plan, incorporated herein by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K dated October 21, 2019. 10.10* Long-Term Incentive Plan for Fiscal Year 2020, incorporated herein by reference to Registrants Current Report on Form 8-Kfiled onJuly 24, 2017. 10.11* Long-Term Incentive Plan for Fiscal Year 2021, incorporated herein by reference to the Registrants Current Report on Form 8-Kfiled onJuly 30, 2018. 10.12 Settlement Agreement amongst the Registrant, Apio, Inc., Rancho Harvest, Inc. and Pacific Harvest, Inc. and the plaintiffs named therein and Addendum to the Settlement Agreement effective as of May 5, 2017, incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-Kfiled onMay 10, 2017. 10.13 Purchase Agreement dated as of April 26, 2018, by and between Apio, Inc. Michael R. Mills, San Ysidro Farms, Inc., BD Farms, Mahoney Brothers, and RCM Farms, LLC, incorporated herein by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-Kfiled onMay 2, 2018. 10.14 Letter Agreement dated May 22, 2018 among the Registrant, Nelson Obus and Wynnefield Capital, Inc. incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-Kfiled onMay 25, 2018. 10.15 Capital Contribution and Partnership Interest and Stock Purchase Agreement dated December 1, 2018 by and among Apio, Inc., a Delaware Corporation, Yucatan Foods, L.P., a Delaware limited partnership (Yucatan), Camden Fruit Corporation, a California corporation, Landec Corporation, a Delaware corporation, in its capacity as guarantor, Ardeshir Haerizadeh, as an equityholder representative, and the equityholders of Camden and Yucatan, incorporated herein by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-Kfiled onDecember 6, 2018. 10.16 Landec Corporation Executive Change in Control Severance Plan. 10.17 Credit and Guaranty Agreement, dated December 31, 2020, by and among Landec Corporation, Curation Foods, Inc. and Lifecore Biomedical, Inc., as borrowers, certain other subsidiary parties thereto, as guarantors, Goldman Sachs Specialty Lending Group, L.P., as lender, administrative agent and collateral agent, and certain affiliates of Guggenheim Credit Services, LLC, as lenders, incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on January 5, 2021. 10.18 Credit Agreement, dated December 31, 2020, by and among Landec Corporation, Curation Foods, Inc. and Lifecore Biomedical, Inc., as borrowers, certain other subsidiary parties thereto, as guarantors, and BMO Harris Bank., N.A., a slender and administrative agent, incorporated herein by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on January 5, 2021. 10.19 Pledge and Security Agreement, dated December 31, 2020, by and among Landec Corporation, Curation Foods, Inc., Lifecore Biomedical, Inc. and certain other subsidiary parties thereto, as grantors, and Goldman Sachs Specialty Lending Group, L.P., as collateral agent, incorporated herein by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on January 5, 2021 10.2 Pledge and Security Agreement, dated December 31, 2020, by and among Landec Corporation, Curation Foods, Inc., Lifecore Biomedical, Inc. and certain other subsidiary parties thereto, as grantors, and BMO Harris Bank., N.A., as administrative agent, incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form 8-K filed on January 5, 2021. 10.21 Employment Agreement, dated January 18, 2021, by and between Landec Corporation and John Morberg, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on January 20, 2021. 10.22 Separation and General Release by and between Landec Corporation and Brian McLaughlin, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on February 2, 2021. 10.23 Separation and General Release by and between Landec Corporation and Dawn Kimball, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on March 8, 2021 10.24 Separation and General Release by and between Landec Corporation and Timothy Burgess, incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on October 15, 2021. 10.25 Share Purchase Agreement, dated June 1, 2021, by and among the Company, Curation Foods, Newell Capital Corporation, Newell Brothers Investment 2 Corp., and Windset Holdings 2010 Ltd., incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on June 2, 2021. 10.26 Amended and Restated Employment Agreement between the Registrant and Albert D. Bolles, Ph.D., effective as of July 23, 2020, incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed on October 7, 2020. 21.1+ Subsidiaries of the Registrant 23.1+ Consent of Independent Registered Public Accounting Firm 31.1+ CEO Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 31.2+ CFO Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 32.1** CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002 32.2** CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002