What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 179 added, 115 removed, 550 unchanged (35% of the section changed)

Financial statements

Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025

Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and February 23, 2025

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and February 23, 2025

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and February 23, 2025

Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and May 25, 2025

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2026 and May 25, 2025

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and May 25, 2025

Notes to the Consolidated Financial Statements

13 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts) March 31,

(in thousands, except share and per share amounts) June 30,

2026 December 31,

33 unchanged sentences

75,000,000 shares authorized;

37,477,386 shares issued and outstanding

37,697,012 and 37,477,386 shares issued and outstanding

Additional paid-in capital 210,205 208,962

7 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended

Three months ended Six months ended

(in thousands, except share and per share amounts)

2026 February 23,

2025 June 30,

Revenues $ 11,480 $ 19,768 $ 25,716 $ 36,001

6 unchanged sentences

Selling, general, and administrative expenses 7,971 8,980 15,888 19,073

Restructuring recovery — ( 2,519 ) — ( 2,634 )

Loss on sale or disposal of assets, net of portion classified as cost of sales

Operating loss

Operating income (loss)

2,567 5,327 ( 2,105 ) ( 3,702 )

Interest income

144 206 272 314

Interest expense

3 unchanged sentences

Other income, net

110 171 220 504

Loss before income taxes

( 6,133 ) ( 1,114 ) ( 21,070 ) ( 15,891 )

Income tax (expense) benefit

Income tax expense

( 23 ) ( 33 ) ( 66 ) ( 25 )

( 6,156 ) ( 1,147 ) ( 21,136 ) ( 15,916 )

Preferred stock dividends

16 unchanged sentences

(dollars in thousands) Shares Amount Shares Amount

Balance at March 31, 2026 48,356 $ 49,216 37,477,386 $ 37 $ 209,706 $ ( 238,181 ) $ ( 28,438 )

Dividends paid-in-kind 907 924 — — ( 924 ) — ( 924 )

Accretion to redemption value — 47 — — ( 47 ) — ( 47 )

Settlement of stock-based awards — — 219,626 1 ( 615 ) — ( 614 )

Stock-based compensation — — — — 2,085 — 2,085

— — — — — ( 6,156 ) ( 6,156 )

Balance at June 30, 2026 49,263 $ 50,187 37,697,012 $ 38 $ 210,205 $ ( 244,337 ) $ ( 34,094 )

Balance at February 23, 2025 44,894 $ 45,197 37,025,331 $ 37 $ 206,277 $ ( 204,093 ) $ 2,221

Dividends paid-in-kind 842 852 — — ( 852 ) — ( 852 )

Accretion to redemption value

— 48 — — ( 48 ) — ( 48 )

Settlement of stock-based awards — — 77,417 — ( 163 ) — ( 163 )

Retirement of shares — — ( 76,514 ) — ( 490 ) — ( 490 )

Stock-based compensation — — — — 1,815 — 1,815

— — — — — ( 1,147 ) ( 1,147 )

Balance at May 25, 2025 45,736 $ 46,097 37,026,234 $ 37 $ 206,539 $ ( 205,240 ) $ 1,336

See accompanying notes to the consolidated financial statements.

LIFECORE BIOMEDICAL, INC.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Redeemable Convertible Preferred Stock

Common Stock Additional

Accumulated deficit

stockholders’

equity (deficit)

(dollars in thousands) Shares Amount Shares Amount

Balance at December 31, 2025 47,466 $ 48,262 37,477,386 $ 37 $ 208,962 $ ( 223,201 ) $ ( 14,202 )

1 unchanged sentence

Accretion to redemption value

— 94 — — ( 94 ) — ( 94 )

Settlement of stock-based awards — — 219,626 1 ( 615 ) — ( 614 )

Stock-based compensation — — — — 3,783 — 3,783

— — — — — ( 21,136 ) ( 21,136 )

Balance at March 31, 2026 48,356 $ 49,216 37,477,386 $ 37 $ 209,706 $ ( 238,181 ) $ ( 28,438 )

Balance at June 30, 2026 49,263 $ 50,187 37,697,012 $ 38 $ 210,205 $ ( 244,337 ) $ ( 34,094 )

Balance at November 24, 2024 44,068 $ 44,312 36,980,790 $ 37 $ 204,736 $ ( 189,324 ) $ 15,449

2 unchanged sentences

Accretion to redemption value — 96 — — ( 96 ) — ( 96 )

— 48 — — ( 48 ) — ( 48 )

Settlement of stock-based awards — — 121,958 — ( 297 ) — ( 297 )

Retirement of shares — — ( 76,514 ) — ( 490 ) — ( 490 )

Stock-based compensation — — — — 4,367 — 4,367

— — — — — ( 15,916 ) ( 15,916 )

Balance at February 23, 2025 44,894 $ 45,197 37,025,331 $ 37 $ 206,285 $ ( 204,093 ) $ 2,229

Balance at May 25, 2025 45,736 $ 46,097 37,026,234 $ 37 $ 206,539 $ ( 205,240 ) $ 1,336

See accompanying notes to the consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

Six months ended

(in thousands)

2026 February 23,

Cash flows from operating activities:

3 unchanged sentences

Non-cash interest expense, inclusive of related party

13,941 10,606

Change in fair value of debt derivative liability, related party

Loss on sale or disposal of assets

Gain on settlement of lease liability

Other, net ( 209 ) 190

3 unchanged sentences

Contract assets

( 206 ) ( 452 )

Other assets ( 845 ) 1,517

5 unchanged sentences

Proceeds from sale of equipment

Net cash (used in) provided by investing activities

Net cash used in investing activities

( 1,631 ) ( 553 )

9 unchanged sentences

( 1,108 ) ( 7,185 )

Net increase (decrease) in cash and cash equivalents

Net decrease in cash and cash equivalents

( 228 ) ( 1,190 )

13 unchanged sentences

GAAP”) for interim financial information, the instructions for Form 10-Q and Regulation S-X of the Securities and Exchange Commission (the “SEC”).

In the opinion of management, all adjustments (which were of a normal recurring nature) have been made which are necessary to present fairly the financial position of the Company at March 31, 2026, and the results of operations and cash flows for all periods presented.

In the opinion of management, all adjustments (which were of a normal recurring nature) have been made which are necessary to present fairly the financial position of the Company at June 30, 2026, and the results of operations and cash flows for all periods presented.

Although the Company believes that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information normally included in the notes to the financial statements prepared following U.S.

2 unchanged sentences

The accounting policies underlying the accompanying consolidated financial statements are set forth in note 1 to the consolidated financial statements included in the Company’s Transition Report on Form 10-KT for the transition period ended December 31, 2025.

There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2026.

On August 1, 2025, the Company’s Board of Directors approved a change in the Company’s fiscal year from a fiscal year ending on the last Sunday of May to a calendar year (the “Fiscal Year Change”).

Since September 30, 2025, the Company has been reporting calendar periods in its quarterly periodic reports.

In accordance with SEC rules, the Company is presenting current period results compared to the most closely-comparable previously-reported three-month period through June 30, 2026.

For this report, the most closely-comparable previously-reported period is the three-month period ended February 23, 2025.

It is not practicable or cost-justifiable for the Company to prepare equivalent calendar-based comparative periods because the Company’s previous fiscal calendar does not align to the new calendar periods.

Beginning September 30, 2026, the Company will provide calendar-based comparative periods.

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2026.

On August 1, 2025, the Company’s Board of Directors approved changing its fiscal year from a fiscal year ending on the last Sunday of May to a calendar year (the “Fiscal Year Change”), and the Company has reported calendar periods since September 30, 2025.

In accordance with SEC rules, the Company is presenting current period results compared to the most closely-comparable prior periods that can be derived from previously-reported results, which for this report were the three and six months ended May 25, 2025.

With the exception of certain statements of operations, the Company did not previously report these periods on a standalone basis;

rather, those periods were generally derived from the audited financial statements in the Company’s Form 10-K for the year ended May 25, 2025, less the unaudited results reported in its Forms 10-Q for the nine months ended February 23, 2025 and the six months ended November 24, 2024, respectively.

In deriving the comparative period results, the Company reclassified certain amounts from previously-reported results to present them on a basis consistent with the current period presentation and, in some cases, the previously audited annual results.

It was not practicable or cost-justifiable for the Company to prepare equivalent calendar-based comparative periods because the Company’s previous fiscal calendar does not align to the new calendar periods.

The Company will begin providing calendar-based comparative periods beginning with its reporting as of and for the periods ended September 30, 2026.

Basis of consolidation

11 unchanged sentences

The following table presents supplemental cash flow information:

Three months ended

2026 February 23, 2025

Six months ended

Cash paid (refunded) for income taxes, net $ 19 $ ( 81 )

Cash paid for interest 1,155 609

19 unchanged sentences

The following securities on an as-converted basis were excluded from the computations of diluted loss per share:

Three months ended

2026 February 23,

Three months ended Six months ended

2025 June 30,

Redeemable Convertible Preferred Stock

7 unchanged sentences

The following table presents the components of net income or loss, which is the measure of profit or loss used for the Company’s single reportable segment:

Three months ended

2026 February 23,

Three months ended Six months ended

2025 June 30,

$ 34,167 $ 36,444 $ 57,360 $ 71,598

2 unchanged sentences

Materials and non-depreciation overhead (2)

12,902 12,070 22,026 27,335

2,515 1,913 4,825 3,990

Stock-based compensation

2,085 1,815 3,783 4,367

Reorganization costs

1,247 2,179 2,789 4,426

Loss on sale or disposal of assets

All other operating expenses (3)

1,899 229 3,573 2,327

Interest expense, net 7,607 5,521 14,827 11,002

2 unchanged sentences

( 110 ) ( 171 ) ( 220 ) ( 504 )

Income tax expense (benefit)

Income tax expense

$ ( 6,156 ) $ ( 1,147 ) $ ( 21,136 ) $ ( 15,916 )

2 unchanged sentences

(3) Includes expenses for accounting, legal and other professional services, software licensing, insurance costs, public company costs and board fees.

For the three months ended March 31, 2026, the Company earned revenue of approximately 90 % in the United States and 10 % in all other countries combined.

For the three months ended February 23, 2025, the Company earned revenue of approximately 55 % in the United States, 30 % in Belgium and 15 % in all other countries combined.

For the three months ended June 30, 2026, the Company earned revenue of approximately 70 % in the United States, 20 % in Belgium and 10 % in all other countries combined.

For the three months ended May 25, 2025, the Company earned revenue of approximately 60 % in the United States, 25 % in Belgium and 15 % in all other countries combined.

For the six months ended June 30, 2026, the Company earned revenue of approximately 75 % in the United States, 10 % in Belgium and 15 % in all other countries combined.

For the six months ended May 25, 2025, the Company earned revenue of approximately 55 % in the United States, 30 % in Belgium and 15 % in all other countries combined.

Accounts and note receivable

Accounts receivable

Two of the Company’s customers had accounts receivable concentrations of 10% or greater as of March 31, 2026, with those customers comprising 44 % and 16 % of accounts receivable.

Two of the Company’s customers had accounts receivable concentrations of 10% or greater as of June 30, 2026, with those customers comprising 54 % and 19 % of accounts receivable.

Two of the Company’s customers had accounts receivable concentrations of 10% or greater as of December 31, 2025, with those customers comprising 48 % and 10 % of accounts receivable.

Changes in the allowance for credit losses related to accounts receivable are as follows:

Three months ended

2026 February 23,

Six months ended

Beginning balance $ 1,044 $ 561

Provision (reversal of provision)

Charge-offs — ( 18 )

Ending balance

The primary factor that is currently influencing management’s estimate of expected credit losses is its knowledge of the status of certain customers’ development projects.

$ 835 $ 1,351

Note receivable

35 unchanged sentences

The Company recorded a loss on the sale of the equipment of $ 6,400 , which is included in loss on sale or disposal of assets, net of portion classified as cost of sales, within the statement of operations.

Depreciation expense for property, plant and equipment for the three months ended March 31, 2026 and February 23, 2025 was $ 2,310 and $ 2,076 , respectively.

Depreciation expense for property, plant and equipment for the three months ended June 30, 2026 and May 25, 2025 was $ 2,515 and $ 1,913 , respectively.

Depreciation expense for property, plant and equipment for the six months ended June 30, 2026 and May 25, 2025 was $ 4,825 and $ 3,990 , respectively.

Accrued expenses and other current liabilities

17 unchanged sentences

(“22NW”), a holder of shares of the Company’s Common Stock and Series A Redeemable Convertible Preferred Stock (see note 10), filed a complaint against the Company, two former officers, and five former or current directors in the Commercial Division of the Supreme Court of the State of New York, New York County.

The complaint seeks money damages (including compensatory damages, court costs, and attorneys’ fees) for (i) alleged material misrepresentations by the Company on which 22NW allegedly relied when purchasing shares of the Series A Redeemable Convertible Preferred Stock and Common Stock, (ii) alleged breaches of certain express representations in the stock purchase agreement through which 22NW acquired its shares, and (iii) registration delay fees owed under a registration rights agreement entered into in connection with the issuance of the Series A Redeemable Convertible Preferred Stock, which the Company has since paid.

The complaint also seeks the equitable remedy of specific performance under the aforementioned stock purchase agreement, requesting an order compelling the Company to file a proxy statement with the Securities and Exchange Commission (“SEC”) and to hold a stockholder meeting to seek the approval of the removal of the current cap on the conversion of Series A Redeemable Convertible Preferred Stock into Common Stock as set forth in the Certificate of Designations related to the Redeemable Convertible Preferred Stock, which the Company has since satisfied.

The complaint also seeks the equitable remedy of specific performance under the aforementioned stock purchase agreement, requesting an order compelling the Company to file a proxy statement with the SEC and to hold a stockholder meeting to seek the approval of the removal of the current cap on the conversion of Series A Redeemable Convertible Preferred Stock into Common Stock as set forth in the Certificate of Designations related to the Redeemable Convertible Preferred Stock, which the Company has since satisfied.

On February 24, 2025, the Company filed a motion to dismiss all claims against it except for the claims relating to the registration delay fees, which the Company subsequently paid to 22NW in full in November 2025.

13 unchanged sentences

The Company filed a motion to dismiss the complaint on March 25, 2025, and the plaintiffs filed their opposition to the motion to dismiss on May 23, 2025.

In November 2025, the Company and individual defendants entered into an agreement in principle with the plaintiffs to settle this matter, without any admission of wrongdoing, which is subject to court approval.

On March 13, 2026, the Court granted preliminary approval of the proposed settlement, and the final approval hearing has been scheduled for late July 2026.

On March 13, 2026, the Court granted preliminary approval of the proposed settlement, and the final approval hearing was held on July 28, 2026.

If final approval of the proposed settlement is granted by the court in its current form, this settlement is expected to be covered by the Company’s insurance policies with no material loss incurred by the Company.

6 unchanged sentences

(“Yucatan”, collectively the “Yucatan Acquisition”), which owned a guacamole manufacturing plant in Mexico called Procesadora Tanok, S de RL de C.V.

On September 2, 2020, one of the former owners of Yucatan filed a lawsuit against the Company in Los Angeles County Superior Court for breach of employment agreement, breach of contract, breach of holdback agreement, declaratory relief and accounting, and related claims.

On September 2, 2020, one of the former owners of Yucatan filed a lawsuit against the Company in Los Angeles County Superior Court for breach of employment agreement, breach of holdback agreement, declaratory relief and accounting.

The Plaintiff sought over $ 10,000 in damages, including delivery of shares of his stock held in escrow for Company’s indemnification claims to recover the cost of a portion of the liabilities that were incurred by the Company in connection with certain compliance matters arising from facts and circumstances prior to the closing of the Yucatan Acquisition.

On November 3, 2020, the Company filed an answer and cross-complaint against the Plaintiff and other former equity holders of Yucatan for fraud, indemnification, and other claims, and seeking no less than $ 80,000 in damages.

The Company previously reached settlements with several of the cross-defendants, pursuant to which the settling cross-defendants agreed that certain of the shares of stock they received when the Company acquired Yucatan either be sold and the proceeds paid to the Company, or that those shares be released to the Company.

The Company previously reached settlements with several of the cross-defendants, pursuant to which the settling cross-defendants agreed that certain of the shares of escrowed stock they received when the Company acquired Yucatan either be sold and the proceeds paid to the Company, or that those shares be released to the Company.

The trial for the remaining defendants was severed into two trials by the Court:

10 unchanged sentences

Separately, future rulings from the Court will affect pending claims against the severed defendants for indemnification under provisions in the purchase agreement for the Yucatan Acquisition.

Because recovery of amounts is still contingent upon the resolution of certain issues, no amounts have been recorded as recoverable costs through March 31, 2026.

Because recovery of amounts is still contingent upon the resolution of certain issues, no amounts have been recorded as recoverable costs through June 30, 2026.

The following table presents the components of debt:

12 unchanged sentences

Total debt, net of discounts $ 155,068 $ 142,236

The following table presents future minimum principal payments at March 31, 2026:

The following table presents future minimum principal payments at June 30, 2026:

Remainder of 2026

2 unchanged sentences

The following table presents the classification of interest in the consolidated financial statements:

Three months ended

2026 February 23,

Three months ended Six months ended

2025 June 30,

Expensed in statement of operations

7,751 5,727 15,099 11,316

Capitalized to property, plant and equipment

52 796 77 1,594

Total interest incurred $ 7,803 $ 6,523 $ 15,176 $ 12,910

As of March 31, 2026, the Company was in compliance with all financial covenants under the Term Loan Credit Facility and Revolving Credit Facility.

As of June 30, 2026, the Company was in compliance with all financial covenants under the Term Loan Credit Facility and Revolving Credit Facility.

Term Loan Credit Facility

5 unchanged sentences

The Company initially made $ 142,270 of term loan borrowings under the facility.

The term loans bear interest at a fixed rate of 10 % per annum payable-in-kind until May 22, 2026, following which interest is payable at a fixed rate of 3 % per annum in cash with the remainder payable-in-kind.

Interest was at a fixed rate of 10 % per annum payable-in-kind until May 22, 2026, following which interest is now payable at a fixed rate of 3 % per annum in cash with the remainder payable-in-kind.

The Company may elect to pay any amount of interest in cash instead of in-kind.

7 unchanged sentences

The Term Loan Credit Facility contains one financial covenant, a minimum liquidity covenant, requiring $ 4,000 of Consolidated Liquidity (as defined in the Term Loan Credit Facility) as of the end of each quarter.

As of March 31, 2026, the Company’s effective annual interest rate under the Term Loan Credit Facility was 20.9 %.

See also note 10, “Redeemable Convertible Preferred Stock — Redemption” for more information.

As of June 30, 2026, the Company’s effective annual interest rate under the Term Loan Credit Facility was 20.9 %.

Borrowings are guaranteed and secured by substantially all of the Company’s consolidated assets.

11 unchanged sentences

The monthly borrowing base is determined using specified percentages of qualifying accounts receivable and inventory that serve as collateral under the facility, net of reserves.

As of March 31, 2026, the Company's borrowing base was $ 17,300 , and the Company had no outstanding borrowings.

As of June 30, 2026, the Company's borrowing base was $ 21,600 , and the Company had no outstanding borrowings.

These borrowings, when outstanding, bear interest based on an average daily SOFR rate plus a spread of 2.00 % to 2.50 % per annum based on average availability.

The facility also bears a commitment fee on the unused portion of the maximum committed amount of 0.375 % per annum.

Average borrowings under the facility were no t material for the three months ended March 31, 2026.

For the three months ended February 23, 2025, average borrowings were $ 4,500 and the weighted average interest rate on those borrowings was 8.72 %.

Average borrowings under the facility were no t material for the three and six months ended June 30, 2026.

For the three and six months ended May 25, 2025, average borrowings were approximately $ 2,500 and $ 3,500 , respectively, and the weighted average interest rate on those borrowings was approximately 8.8 % and 8.8 %, respectively.

The Revolving Credit Facility contains customary affirmative covenants including, but not limited to, financial reporting requirements and maintenance of existence requirements, and negative covenants, including, but not limited to, limitations on the incurrence of debt, liens, investments, restricted payments, restricted debt payments and affiliate transactions.

The Revolving Credit Facility contains one financial covenant, a minimum Consolidated Fixed Charge Coverage Ratio of 1.00 to 1.00, which is generally tested only when an event of default has occurred and is continuing or when availability falls below $ 2,500 .

See also note 10, “Redeemable Convertible Preferred Stock — Redemption” for more information.

Borrowings are guaranteed and secured by substantially all of the Company’s consolidated assets.

4 unchanged sentences

The sale and leaseback did not meet the requirements for sale-leaseback accounting, which resulted in the creation of a $ 7,730 leaseback liability representing the Company's total payment obligation under the lease.

The lease expires on the earlier of May 22, 2033 or the date on which the Company exercises its option to repurchase the leased equipment, at which time the Company must automatically repurchase the equipment for a nominal amount.

The lease expires on the earlier of May 22, 2033 or the date on which the Company exercises its option to repurchase the leased equipment.

The Company may exercise that option beginning on the earlier of May 22, 2030 or completion of an agreed expansion of the Company's HA production capacity, in which case the repurchase price equals the remaining unpaid balance of the liability.

If the Company does not exercise the option, the equipment transfers to the Company automatically upon expiration for a nominal amount.

During the lease term, the Company is obligated to make quarterly principal payments to Alcon of $ 193 plus interest at a rate of 6 % per annum on the unpaid principal balance.

4 unchanged sentences

The Company is authorized to issue up to 75,000,000 shares of common stock, $ 0.001 par value (“Common Stock”).

The Company is generally not permitted to pay cash dividends to common stockholders due to restrictions arising from the Term Loan Credit Facility, the Revolving Credit Facility and the Redeemable Convertible Preferred Stock, as defined below.

The Company is generally not permitted to pay cash dividends to common stockholders due to prohibitions and restrictions arising from the Term Loan Credit Facility, the Revolving Credit Facility and the Redeemable Convertible Preferred Stock, as defined below.

Redeemable Convertible Preferred Stock

2 unchanged sentences

The Company received proceeds of $ 38,750 at issuance, net of issuance costs of $ 668 .

The deduction for issuance costs is being amortized through June 29, 2026 as a charge to additional paid-in capital.

The deduction for issuance costs was being amortized through June 29, 2026 as a charge to additional paid-in capital.

The Company is generally not permitted to pay cash to holders of the Series A Convertible Preferred Stock, including in connection with distributions or redemptions, pursuant to the prohibitions on restricted payments under the Term Loan Credit Facility and the Revolving Credit Facility, without the consent of the lenders.

As of June 30, 2026 and December 31, 2025, the aggregate liquidation preference of the Redeemable Convertible Preferred Stock was equal to the Conversion Amount (defined below) of $ 50,187 and $ 48,356 , respectively.

The holders of Redeemable Convertible Preferred Stock are entitled to dividends at a rate of 7.5 % per annum, or $ 75 per share, payable in-kind and compounding quarterly.

The holders are also entitled to participate in dividends declared or paid on the Common Stock on an as-converted basis.

At March 31, 2026, there were $ 907 of dividends in arrears that had not yet been paid-in-kind in the form of additional shares of Redeemable Convertible Preferred Stock, representing $ 18.75 per preferred share.

As of March 31, 2026 and December 31, 2025, the aggregate liquidation preference of the Redeemable Convertible Preferred Stock was equal to the Conversion Amount (defined below) of $ 49,263 and $ 48,356 , respectively.

At June 30, 2026, there were $ 924 of dividends in arrears that had not yet been paid-in-kind in the form of additional shares of Redeemable Convertible Preferred Stock, representing $ 18.75 per preferred share.

Each holder has the right, any time at its option, to convert its Redeemable Convertible Preferred Stock, in whole or in part, into an amount of fully paid and non-assessable shares of Common Stock equal to $ 1,000 per share of Redeemable Convertible Preferred Stock, plus accrued and unpaid dividends in arrears (the “Conversion Amount”), divided by the conversion price.

1 unchanged sentence

The Redeemable Convertible Preferred Stock continues to be subject to customary anti-dilution adjustments, including in the event of any future stock split, stock dividend, recapitalization or similar events, and in the event of any subsequent offerings of Common Stock or convertible securities by the Company for less than the conversion price.

As of March 31, 2026, the Redeemable Convertible Preferred Stock was convertible into 7,540,464 shares of Common Stock.

As of June 30, 2026, the Redeemable Convertible Preferred Stock was convertible into 7,681,847 shares of Common Stock.

The Company may also elect to convert the Redeemable Convertible Preferred Stock if, for at least 20 consecutive trading days during the respective measuring period, the Company's closing stock price equals or exceeds $ 10.50 per share and certain other conditions are satisfied.

Holders have the right to require the Company to redeem the Redeemable Convertible Preferred Stock beginning on June 29, 2026.

In the event that any holders exercise this right, the redemption date and payment of the redemption price would occur 180 days after such holders provide notice to the Company.

Holders had the right to request that the Company redeem all or part of their Redeemable Convertible Preferred Stock beginning on June 29, 2026.

As of June 30, 2026, the Company had received notices of redemption for all 49,263 shares of Redeemable Convertible Preferred Stock.

Pursuant to the terms of the Redeemable Convertible Preferred Stock, the redemption date and payment of the redemption price for all shares of the Redeemable Convertible Preferred Stock would occur on December 28, 2026.

To make such cash redemption payments the Company would be required to obtain a consent to such cash redemption payments or waiver of the restriction on cash dividends and/or redemptions set forth in each of the Company’s credit agreements.

To the extent consents or waivers are not obtained under each of the Company’s credit agreements, the Company would be in breach thereof if such payments in cash were made.

On such date the Company would be required to pay in cash an amount equal to the Conversion Amount, which is $ 1,000 per share of Redeemable Convertible Preferred Stock to be redeemed plus accrued and unpaid dividends on such shares through the date of redemption.

If the Company does not redeem all of the Redeemable Convertible Preferred Shares submitted for redemption, the Company would also be subject to interest on the unpaid balance at the rate of 1 % per month.

In addition, the Redeemable Convertible Preferred Stock is also redeemable contingent upon the occurrence of certain events that may be outside of the control of the Company.

As a result, the Company has presented the Redeemable Convertible Preferred Stock as temporary equity on the consolidated balance sheets.

On such date the Company would be required to pay in cash an amount equal to $ 1,000 per share of Redeemable Convertible Preferred Stock to be redeemed plus accrued and unpaid dividends on such shares through the date of redemption.

To the extent that the Company does not or cannot redeem all of the Redeemable Convertible Preferred Shares submitted for redemption, the Company would be subject to interest on the unpaid balance at a rate of 1 % per month from the redemption date until paid in full, in addition to its continuing obligation to accrue dividends paid in kind at 7.5 % per annum.

Holders retain their right to convert the Redeemable Convertible Preferred Stock even while the Company is under notice of redemption, so the instrument does not meet the definition of mandatorily redeemable under GAAP.

As a result, the Company continues to present the Redeemable Convertible Preferred Stock as temporary equity on the consolidated balance sheets.

Each holder is entitled to vote with the holders of the shares of Common Stock on all matters submitted for a vote of holders of shares of Common Stock, with certain limited exceptions.

6 unchanged sentences

The agreement has no specified termination date and no specified maximum amount of penalties.

The Company has paid a total of $ 5,238 pursuant to the registration rights agreement, including $ 4,703 in November 2025 due to a lapse in the effectiveness of the initial registration statement following the Company’s failure to timely file periodic reports with the SEC.

Revenue recognition

1 unchanged sentence

Three months ended

2026 February 23,

Six months ended

2025 June 30,

CDMO $ 15,552 $ 23,516 $ 31,327 $ 44,305

4 unchanged sentences

Total $ 34,167 $ 36,444 $ 57,360 $ 71,598

During the three months ended March 31, 2026, the Company had revenue concentrations of 10% or greater from two customers, with those customers comprising 39 % and 22 % of revenue.

During the three months ended February 23, 2025, the Company had revenue concentrations of 10% or greater from two customers, with those customers comprising 54 % and 18 % of revenue.

During the three months ended June 30, 2026, the Company had revenue concentrations of 10% or greater from two customers, with those customers comprising 66 % and 10 % of revenue.

During the three months ended May 25, 2025, the Company had revenue concentrations of 10% or greater from two customers, with those customers comprising 46 % and 16 % of revenue.

During the six months ended June 30, 2026, the Company had revenues concentrations of 10% or greater from two customers, accounting for 55 % and 15 %.

During the six months ended May 25, 2025, the Company had revenues concentrations of 10% or greater from two customers, accounting for 50 % and 17 %.

The following table presents changes in contract assets and liabilities:

5 unchanged sentences

Recognition of revenue as the result of performance obligations satisfied

Estimated credit loss ( 170 ) —

Net change to contract balances recognized after the comparative balance sheet date due to amounts billed, recognition of revenue, changes in estimate, and interest from significant financing component

6,426 ( 1,916 )

Balance at March 31, 2026 $ 7,449 $ ( 5,864 )

Balance at June 30, 2026 $ 7,568 $ ( 5,279 )

Stock-based compensation

3 unchanged sentences

Under the plan, no recipient may receive awards during any fiscal year that exceed 500,000 stock options, 250,000 stock grants or stock units, or 500,000 stock appreciation rights, nor may any non-employee director be granted awards in excess of $ 350 .

As of March 31, 2026, the Company had 1,504,798 common shares reserved for new awards under the 2019 Stock Incentive Plan.

As of June 30, 2026, the Company had 1,308,040 common shares reserved for new awards under the 2019 Stock Incentive Plan.

The plan expires October 16, 2026.

The Company has submitted a replacement plan for approval by stockholders during the 2026 annual meeting scheduled for June 4, 2026.

A replacement plan, the 2026 Stock Incentive Plan, was approved by stockholders at the 2026 annual meeting held on June 4, 2026.

The 2026 Stock Incentive Plan will become effective by its terms on October 16, 2026.

• The Equity Inducement Plan became effective on March 20, 2024.

This plan provides for the grant of equity awards to individuals that were not previously employees or directors of the Company as an inducement material to the individual’s entry into employment with the Company.

As of March 31, 2026, the Company had 145,474 common shares reserved for new awards under the Equity Inducement Plan.

As of June 30, 2026, the Company had 140,474 common shares reserved for new awards under the Equity Inducement Plan.

The following table presents information about stock options:

Three months ended

2026 February 23, 2025

Six months ended

Information about stock options granted:

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The following table presents information about other stock-based awards:

Three months ended

2026 February 23,

Six months ended

Information about awards granted:

Weighted-average fair value per share as of transaction date:

RSUs granted $ 6.65 $ 6.54

RSUs vested — 9.26

PSUs granted — 5.06

Weighted-average assumptions used to determine grant-date fair value of PSUs:

Expected life — 5.0 years

Risk-free interest rate — 4.0 %

Volatility — 84 %

Dividend yield — — %

Fair value of RSUs vested 7.24 6.25

The following table presents information about stock option balances and activity:

4 unchanged sentences

Expired ( 22,950 ) 10.01

Outstanding at March 31, 2026 1,305,909 7.84 4.9 years $ —

Exercisable at March 31, 2026 538,481 9.47 3.2 years —

Outstanding at June 30, 2026 1,293,036 7.85 4.7 years $ 18

Exercisable at June 30, 2026 658,060 8.92 3.4 years $ 8

The following table presents information about recent RSU and PSU activity:

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Granted 676,911 6.65 — —

Vested ( 346,916 ) 7.24 — —

Forfeited ( 75,038 ) 7.78 — —

Outstanding at March 31, 2026 1,827,661 6.57 2,283,000 4.25

Outstanding at June 30, 2026 1,695,376 6.32 2,283,000 4.25

Stock-based compensation expense

The following table summarizes stock-based compensation by income statement line item:

Three months ended

2026 February 23,

Three months ended Six months ended

2025 June 30,

Cost of sales

$ 241 $ 425 $ 457 $ 609

Research and development expense 144 1 ( 98 ) 1

1 unchanged sentence

Stock-based compensation expense $ 2,085 $ 1,815 $ 3,783 $ 4,367

Most of the stock-based compensation expense for the current period and going forward arises from RSU awards to the Company’s named executive officers under the Equity Inducement Plan and, to a lesser extent, to the Company’s directors.

The RSU awards to named executive officers are expensed ratably over the course of each year as awards vest on each of the first five anniversaries of the grant date, which was their date of hire.

The annual RSU awards to directors are expensed ratably over the course of each year in which they vest.

The RSU awards to named executive officers vest annually and are expensed ratably over their five-year lives ( three-year in one case) since date of hire.

The annual RSU awards granted to directors vest in full one year from the grant date and are expensed ratably over the same one-year vesting period.

The Company has also issued PSU awards to its named executive officers, for which most of the expense has already been recognized through December 31, 2025.

These awards are divided into ten equal tranches that will vest, if at all, based upon closing stock price milestones over a five-year performance period, and to the extent a PSU award tranche vests based on stock price performance, 50 % of the shares for each tranche will be issued immediately, and 50 % of the shares will be issued on the one-year anniversary of the performance vesting date.

As of March 31, 2026, there was $ 12,354 of total unrecognized compensation expense related to unvested equity compensation awards granted under the Lifecore incentive stock plans.

As of June 30, 2026, there was $ 11,444 of total unrecognized compensation expense related to unvested equity compensation awards granted under the Lifecore incentive stock plans.

This total expense is expected to be recognized over a weighted-average period of 1.9 years.

The effective tax rate was less than 1 % for all periods presented.

The effective tax rate was approximately ( 1 )% for the three months ended June 30, 2026, compared to approximately ( 3 )% for the three months ended May 25, 2025.

For both the six months ended June 30, 2026 and May 25, 2025, the effective tax rate was approximately ( 1 )%.

The effective tax rates were lower than the U.S.

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The disclosed fair value of the term loan and the recorded fair value of the debt derivative liability are estimated using a discounted cash flow method (a level 3 measurement) that includes annually weighted probabilities that the lender exercises its option to require payment of the term loans upon a qualifying change in control or that the debt is held to maturity and refinanced.

As of March 31, 2026, the fair value of the term loan, excluding the value of the embedded debt derivative liability, was $ 142,700 with a carrying value of $ 137,306 ;

As of June 30, 2026, the fair value of the term loan, excluding the value of the embedded debt derivative liability, was $ 150,365 with a carrying value of $ 143,871 ;

the fair value of the debt derivative liability was $ 30,922 , which was the same as its carrying value.

5 unchanged sentences

Level 1 Level 2 Level 3

Debt derivative liability Recurring March 31, 2026 — — 29,719

Debt derivative liability Recurring June 30, 2026 — — 30,922

Debt derivative liability Recurring December 31, 2025 — — 26,564

The following table presents the rollforward reconciliation of this level 3 recurring fair value measurement:

Three months ended

2026 February 23,

Three months ended Six months ended

2025 June 30,

Balance at beginning of period $ 29,719 $ 23,900 $ 26,564 $ 23,300

Change in fair value recorded in earnings

1,203 1,091 4,358 1,691

Balance at end of period $ 30,922 $ 24,991 $ 30,922 $ 24,991

14 unchanged sentences

The fair value information does not change the stated rate or carrying value of the instrument.

The fair value of the leaseback liability was estimated using a discounted cash flow method (a level 3 measurement) that assumes a weighted-average discount rate of 5.4 % and 5.1 % as of March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026 and December 31, 2025, the fair value of the leaseback liability approximated its carrying value of $ 5,604 and $ 5,798 , respectively.

The fair value of the leaseback liability was estimated using a discounted cash flow method (a level 3 measurement) that assumes a weighted-average discount rate of 5.5 % and 5.1 % as of June 30, 2026 and December 31, 2025, respectively.

As of June 30, 2026 and December 31, 2025, the fair value of the leaseback liability approximated its carrying value of $ 5,410 and $ 5,798 , respectively.

Customer deposit

1 unchanged sentence

The deposit bears no interest and is to be repaid after a wind-up period following expiration or termination of the commercial supply agreement.

The commercial supply agreement, which was previously extended through December 31, 2026, automatically renewed on December 31, 2025 for one additional year, resulting in a current term ending December 31, 2027.

Prior to the most recent amendment, the commercial supply agreement had automatically extended to December 31, 2027.

In June 2026, it was amended and extended to December 31, 2030.

In accordance with U.S.

1 unchanged sentence

The fair value information does not change the stated rate or carrying value of the instrument.

The fair value of the deposit is estimated using a discounted cash flow method (a level 3 measurement) that includes assumed discount rates of 6.2 % and 6.0 % as of March 31, 2026 and December 31, 2025, respectively.

The fair value assumes repayment in 1.8 years and 2.0 years as of March 31, 2026 and December 31, 2025, respectively, which was the remaining contractual term of the agreement as of each measurement date.

As of March 31, 2026 and December 31, 2025, the fair value of the deposit approximated its carrying value of $ 4,632 and $ 4,515 , respectively.

The fair value of the deposit is estimated using a discounted cash flow method (a level 3 measurement) that includes assumed discount rates of 6.7 % and 6.0 % as of June 30, 2026 and December 31, 2025, respectively.

The fair value assumed repayment in 4.5 years and 2.0 years as of June 30, 2026 and December 31, 2025, respectively, which was the remaining contractual term of the agreement as of each measurement date.

As of June 30, 2026 and December 31, 2025, the fair value of the deposit approximated its carrying value of $ 4,751 and $ 4,515 , respectively.

Substantially all current lease activity comes from two active facilities near the Company’s owned headquarters facility in Chaska, Minnesota.

1 unchanged sentence

The lease has since been amended twice to accomplish the following:

(i) to extend the term of the lease to September 2034, (ii) to add a purchase option equal to the balance of the lessor’s mortgage loan, valued at $ 3,100 as of March 31, 2026;

(i) to extend the term of the lease to September 2034, (ii) to add a purchase option equal to the balance of the lessor’s mortgage loan, valued at $ 3,100 as of June 30, 2026;

and (iii) to provide a $ 2,400 cash payment to the Company in October 2024 in exchange for an increased rent payment schedule and the updated purchase option.

4 unchanged sentences

The components of lease cost were as follows:

Three months ended

2026 February 23,

Six months ended

Finance lease cost:

3 unchanged sentences

Total lease cost $ 484 $ 491

The Company’s maturity analysis of operating and finance lease liabilities as of March 31, 2026 are as follows:

The Company’s maturity analysis of operating and finance lease liabilities as of June 30, 2026 are as follows:

leases Finance

Remainder of 2026 $ 205 $ 346

2027 $ 414 $ 708

Thereafter 347 5,975

9 unchanged sentences

Supplemental cash flow information related to leases are as follows:

Three months ended

2026 February 23,

Six months ended

Operating cash flows from operating leases $ 205 $ 203

2 unchanged sentences

Related party transactions

Alcon has been and continues to be the Company's largest customer, comprising 39 % and 54 % of its revenues for the three months ended March 31, 2026 and February 23, 2025, respectively.

Alcon has been and continues to be the Company's largest customer, comprising 55 % and 50 % of its revenues for the six months ended June 30, 2026 and May 25, 2025, respectively.

On May 22, 2023, Alcon entered into the Term Loan Credit Facility with the Company as described in note 9.

7 unchanged sentences

This contract liability is being derecognized beginning January 2026 by delivering goods to Alcon at a discount equal to twelve month ly credit memos totaling $ 5,500 .

As of March 31, 2026, the entire contract liability balance of $ 3,999 which is net of the unamortized discount, is included in accrued expenses and other current liabilities on the consolidated balance sheet;

As of June 30, 2026, the remaining contract liability balance of $ 2,688 which is net of the unamortized discount, is included in accrued expenses and other current liabilities on the consolidated balance sheet;

• Proceeds of $ 142,270 from term loans issued in May 2023 that were used to repay prior borrowings.

The term loan principal plus accrued interest has grown to $ 188,627 through March 31, 2026 as a result of 10 % interest paid-in-kind, which will decrease to 7 % beginning in May 2026.

The term loan principal plus accrued interest has grown to $ 192,725 through June 30, 2026 as a result of interest paid-in-kind, which decreased from 10 % to 7 % beginning May 2026.

Cash interest paid to Alcon for the three and six months ended June 30, 2026 was $ 605 .

See note 9 for additional information;

• Alcon purchased equipment in May 2023 for $ 7,730 that it is leasing back to the Company in exchange for quarterly payments over a ten-year period.

Payments to Alcon under the lease were $ 280 and $ 295 for the three months ended March 31, 2026 and February 23, 2025, respectively.

Payments to Alcon under the lease were $ 277 and $ 292 for the three months ended June 30, 2026 and May 25, 2025, respectively, and $ 557 and $ 587 for the six months ended June 30, 2026 and May 25, 2025, respectively.

See note 9 for additional information;

• Interest expense incurred from the Alcon instruments noted above, net of capitalized interest, was $ 6,894 and $ 4,840 for the three months ended March 31, 2026 and February 23, 2025, respectively.

Included in those amounts was non-cash interest expense of $ 6,807 and $ 4,632 for the three months ended March 31, 2026 and February 23, 2025, respectively;

• A contract asset of $ 850 as of December 31, 2025 for the recognition of revenue as the result of performance obligations satisfied.

• Interest expense incurred from the Alcon instruments noted above, net of capitalized interest, was $ 14,165 and $ 9,856 for the six months ended June 30, 2026 and May 25, 2025, respectively.

Included in those amounts was non-cash interest expense of $ 13,386 and $ 9,659 for the six months ended June 30, 2026 and May 25, 2025, respectively;

• Contract assets, net of contract liabilities, from development projects of $ 3,005 and $ 728 as of June 30, 2026 and December 31, 2025, respectively, for the recognition of revenue as the result of performance obligations satisfied in advance of billing the customer.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements