Lifecore Biomedical Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedMay25, 2025, or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________. Commission file number:000-27446 LIFECORE BIOMEDICAL, INC.(Exact name of registrant as specified in its charter) 94-3025618 (I.R.S. EmployerIdentification Number) 3515 Lyman BoulevardChaska,Minnesota (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code(952)368-4300 Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading SymbolName of each exchange on which registeredCommon Stock, par value $0.001 per shareLFCRTheNASDAQGlobal Select Stock Market Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $201,592,285as ofNovember 22, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closingsales price on the NASDAQ Global Select Market reported for such date. As of July31, 2025, there were37,407,919shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates certain information by reference from the registrant’s definitive proxystatement for the 2025 annual meeting of stockholders to be filed no later than 120 days after the end of the registrant’s fiscal yearended May25, 2025. LIFECORE BIOMEDICAL, INC.ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS Description Cautionarynoteaboutforward-lookingstatements Part I BusinessRiskfactorsUnresolvedstaffcommentsCybersecurityPropertiesLegalproceedingsMinesafetydisclosures Item 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. Part II Market forregistrant’scommonequity,relatedstockholdermatters andissuerpurchases ofequitysecurities[Reserved]Management’sdiscussion andanalysis offinancialcondition andresults ofoperationsQuantitative andqualitativedisclosuresaboutmarketriskFinancialstatements andsupplementarydataChanges in anddisagreements withaccountants onaccounting andfinancialdisclosureControls andproceduresOtherinformationDisclosureregardingforeignjurisdictions thatpreventinspections Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C. Part III Directors,executiveofficers andcorporategovernanceExecutivecompensationSecurit