Lifecore Biomedical Inc美股招股说明书(2025-09-30版)

This prospectus relates to the resale by the selling stockholders named herein or their permitted transferees (the “SellingStockholders”) of up to 20,456,637shares (the “Resale Shares”) of our common stock, par value $0.001 per share (the “commonstock”), including (i) 6,556,521 issued and outstanding shares of common stock and (ii) 13,900,116shares of common stock issuableupon the conversion of shares of Series A Convertible Preferred Stock (the“Convertible Preferred Stock”) held by certain of theSelling Stockholders. We are registering the shares for resale pursuant to such stockholders’ registration rights with respect to theResale Shares. For additional information, see “Prospectus Summary-Private Placements” beginning on page3of this prospectus. Subject to any applicable contractual restrictions, the Selling Stockholders may offer, sell or distribute all or a portion of theirshares of our common stock publicly or through private transactions at prevailing market prices or at negotiated prices. For additionalinformation, see “Plan of Distribution” beginning on page17of this prospectus. The Selling Stockholders may sell some, all or noneof the shares being offered for resale in this offering. We are not selling any shares of our common stock under this prospectus and will not receive any of the proceeds from the sale ofthe shares of our common stock owned by the Selling Stockholders. For additional information, see “Use of Proceeds” beginning onpage8of this prospectus and “Selling Stockholders” beginning on page9of this prospectus. We will bear all costs, expenses and fees in connection with the registration of these shares of our common stock, including withregard to compliance with state securities or “blue sky” laws. The Selling Stockholders will bear all commissions and discounts, if any,attributable to their sale of shares of our common stock. We have agreed to reimburse the Selling Stockholders for up to $105,000 oftheir expenses in connection with the registration of these shares. We are a “smaller reporting company” for purposes of federal securities laws and are subject to reduced public company reportingrequirements. Accordingly, the information in this prospectus may not be comparable to information provided by companies that arenot smaller reporting companies. Our common stock is listed on the Nasdaq Global Select Market tier of The Nasdaq Stock Market LLC under the symbol“LFCR.” On September29, 2025, the last reported sale price of our common stock was $7.15. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE6OF THISPROSPECTUSAND IN ANY PROSPECTUS SUPPLEMENT OR SIMILAR SECTION CONTAINED IN THEDOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus isSeptember 30, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERSDESCRIPTION OF CAPITAL STOCKPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE ABOUT THIS PROSPECTUS Unless otherwise stated or the context otherwise requires, the terms “Lifecore,” the “Company,” “we,” “us” and “our” refer toLifecore Biomedical, Inc. and its subsidiaries. You should read this prospectus, the documents incorporated by reference into this prospectus, and any prospectus supplement orfree writing prospectus that we may authorize for use in their entirety before making an investment decision. You may read the otherreports we file with the Securities and Exchange Commission (the “SEC”) at the SEC’s website at www.sec.gov. See “Incorporation ofInformation by Reference.” These documents contain important information you should consider when making your investmentdecision. You should rely only on the information included or incorporated by reference in this prospectus, and any prospectus supplementor free writing prospectus that we may authorize for use. Neither we nor the Selling Stockholders have authorized anyone to provideyou with additional or different information. If anyone provides you with additional, different or inconsistent information, you shouldnot rely on it. Market data and other statistical information included or incorporated by reference into this prospectus are based on independentindustry publications, government publications, reports by market research firms and other published independent sources. Some datais also based on our good faith estimates, which we derive from our review of internal surveys and independent sources. Although webelieve these sources are reliable, neither we nor the Selling Stockholders have independently verified the information. Neither we north