LIFECORE BIOMEDICAL, INC. DE 10-Q

Item 4. Controls and procedures Evaluation of disclosure controls and procedures As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Based upon such evaluation, our principal executive officer and principal financial officer concluded that, due to material weaknesses in our internal control over financial reporting as described in the “Management’s Report on Internal Control over Financial Reporting,” our disclosure controls and procedures were not effective as of September 30, 2025, due to the material weaknesses in internal control over financial reporting that were disclosed in the 2025 Annual Report. The Company continues to execute on its remediation plan to address the material weaknesses in internal control over financial reporting. 32 Table of Contents Management’s plan for remediation of material weaknesses in internal control over financial reporting Management, with the oversight of the Audit Committee, remains committed to remediating the identified control deficiencies identified in prior periods. The remediation efforts are designed to address the remaining material weaknesses and enhance the overall internal control environment. Progress to date includes: • Continued execution of the remediation plan adopted in prior fiscal years, narrowing the scope of material weaknesses to three COSO components; Information and Communication, Control Activities, and Monitoring. • Advancing the design of new business processes and systems of control in preparation for a comprehensive ERP implementation. Planned remediation activities include: • Implementing a new ERP system, targeted for the first quarter of calendar year 2026, which is expected to improve the reliability and consistency of financial data and reporting. • Testing and monitoring the design and operating effectiveness of internal controls over financial reporting following the ERP implementation. • Continuing to evaluate and enhance the design of controls to ensure the completeness and accuracy of information used in financial reporting. The material weakness will not be considered remediated until management has designed and implemented effective controls that have operated for a sufficient period of time, and has concluded, through testing, that these controls are effective. Changes in internal control over financial reporting Except for the remediation efforts described above, there have been no changes in our system of internal control over financial reporting during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION Item 1. Legal proceedings In the ordinary course of business, the Company is involved in various legal proceedings and claims. For further discussion, see the disclosures contained in note 8 to the consolidated financial statements in this Form 10-Q.