FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch31, 2026, 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 Registrant’s telephone number, including area code(952) 368-4300 Securities registered pursuant to Section 12(b) of the Act: The NASDAQGlobal Select Market 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of April29, 2026, there were 37,509,407 shares of common stock outstanding. LIFECORE BIOMEDICAL, INC.FORM 10-QTABLE OF CONTENTS Item No.DescriptionPagePart I.Financial information1Item 1.Financial statements1Item 2.Management’s discussion and analysis of financial condition and results of operations25Item 3.Quantitative andqualitative disclosures about market risk32Item 4.Controls andprocedures32Part II.Other information33Item 1.Legalproceedings33Item 1A.Risk factors34Item 2.Unregistered sales of equity securities and use ofproceeds34Item 3.Defaults upon senior securities34Item 4.Mine safety disclosures34Item 5.Other information34Item 6.Exhibits34Signatures35 PART I. FINANCIAL INFORMATION Item 1. Financial statements Table of contents Consolidated Balance Sheets as of March 31, 2026 and December 31, 20252Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and February 23, 20253Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three Months EndedMarch 31, 2026 and February 23, 20254Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and February 23, 20255Notes to the Consolidated Financial Statements61Organization, basis of presentation and summary of significant accounting policies62Income or loss per share83Segment reporting for single reportable segment84Accounts and note receivable95Inventory96Property, plantand equipment, net107Accrued expenses and other current liabilities108Commitments and contingencies119Debt1310Equity1611Revenue recognition1712Stock-based compensation1813Income taxes2014Fair value of financial instruments2115Leases2216Related party transactions24 LIFECORE BIOMEDICAL, INC.CONSOLIDATED BALANCE SHEETS(unaudited) LIFECORE BIOMEDICAL, INC.CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited) LIFECORE BIOMEDICAL, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited) LIFECORE BIOMEDICAL, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(unaudited) (amounts in thousands of U.S. dollars, except share and per share values) 1.Organization, basis of presentation and summary of significant accounting policies Organization Lifecore Biomedical, Inc. and its subsidiaries (“Lifecore” or the “Company”) is a fully integrated contract development andmanufacturing organization (“CDMO”) that provides services in the development, fill and finish of complex sterile injectablepharmaceutical products in syringes, vials and cartridges. Basis of presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S.Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial information, the instructions for Form 10-Q andRegulation S-X of the Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (whichwere of a normal recurring nature) have been made which are necessary to present fairl