~~UNITED~~Table ~~STATES~~of ~~SECURITIES AND EXCHANGE COMMISSION~~Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~Fiscal~~quarterly ~~Quarter~~period ~~Ended~~ended ~~February~~September 2330, 2025, or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~Transition~~transition period ~~for~~from _________ to _________.

Commission file number: 000-27446

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware			94-3025618
(State or other jurisdiction of incorporation or organization)			(~~IRS~~I.R.S. Employer Identification Number)


3515 Lyman Boulevard
Chaska,	Minnesota	55318
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(952) 368-4300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

~~Trading~~Name ~~Symbol~~of each exchange on which registered

~~Name of each exchange on which registered~~

Common stock, par value $0.001 per share

LFCR

The NASDAQ Global Select Market

Common Stock, par value $0.001 per share

LFCR

The NASDAQ Global Select Stock 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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the 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 smaller reporting company, or an emerging growth company. See ~~the~~definition ~~definitions~~ of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~Large Accelerated Filer ☐ Accelerated Filer ☒ Non Accelerated Filer ☐ Smaller Reporting Company ☒ Emerging Growth Company ☐~~

Table of Contents

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 ~~Exchange~~ Act). ~~Yes~~ Yes ☐ No ☒

As of ~~March~~October 2730, 2025, there were 37,~~025~~466,~~331~~352 shares of common stock outstanding.

Table of Contents

LIFECORE BIOMEDICAL, INC.

FORM 10-Q

TABLE OF CONTENTS

Part I.

Financial Information

Item No.

Description

Page

Item 1.

Financial Statements (Unaudited)

Part I.

Financial information

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 1.

Financial statements (Unaudited)

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 2.

Management’s discussion and analysis of financial condition and results of operations

Item 4.

Controls and Procedures

Item 3.

Quantitative and qualitative disclosures about market risk

Part II.

Other Information

Item 4.

Controls and procedures

Item 1.

Legal Proceedings

Part II.

Other information

Item 1A.

Risk Factors

Item 1.

Legal proceedings

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 1A.

Risk factors

Item 3.

Defaults Upon Senior Securities

Item 2.

Unregistered sales of equity securities and use of proceeds

Item 4.

Mine Safety Disclosures

Item 3.

Defaults upon senior securities

Item 5.

Other Information

Item 4.

Mine safety disclosures

Item 6.

Exhibits

Item 5.

Other information

Signatures

Item 6.

Exhibits

Signatures

-i-

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial statements (unaudited)

Condensed Consolidated Balance Sheets as of February 23, 2025 and May 26, 2024		2
Consolidated Balance Sheets as of September 30, 2025 and May 25, 2025		1
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended February 23, 2025 and February 25, 2024		3
Consolidated Statements of Operations for the Three Months Ended September 30, 2025 and August 25, 2024		2
Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended February 23, 2025 and February 25, 2024		5
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three Months Ended September 30, 2025 and August 25, 2024		3
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended February 23, 2025 and February 25, 2024		6
Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2025 and August 25, 2024		4
Notes to the Condensed Consolidated Financial Statements		7
Notes to the Consolidated Financial Statements		5
1	Organization, basis of presentation and summary of significant accounting policies	75
2	Income or loss per share	107
3	~~Discontinued~~Segment ~~operations~~reporting for single reportable segment	108
4	Accounts and note receivable	118
5	~~Inventories, net~~Inventory	119
6	Property, plant, and equipment, net	1210
7	Accrued expenses and other current liabilities	1310
8	~~Restructuring~~Commitments ~~costs~~and contingencies	1311
9	~~Commitments and contingencies~~Debt	1413
10	~~Debt~~Equity	1716
11	~~Equity~~Revenue recognition	1918
12	~~Revenue~~Stock-based compensation	2119
13	~~Stock-based~~Income ~~compensation~~taxes	2220
14	~~Income~~Fair ~~taxes~~value of financial instruments	2421
15	~~Fair value measurements~~Leases	2523
16	~~Leases~~Related party transactions	2725
17	Related party transactions	29
18	Subsequent events	30

-1-

Table of Contents

LIFECORE BIOMEDICAL, INC.

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)	~~February~~September 2330,2025		May 2625,~~2024~~2025
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	518,~~417~~856	$	8,~~462~~265
Accounts receivable, net of allowance for credit losses of $897 and $711	11,364		16,985
Accounts receivable, net of allowance for credit losses of $804 and $1,351	17,573		15,151
Accounts receivable, related party	167,~~136~~175		1013,~~099~~537
Current portion of note receivable	~~8,000~~—		—8,000
Contract assets	64,~~150~~385		46,~~069~~979
Inventories, net	34,596		39,979
Inventory	33,801		32,291
Prepaid expenses and other current assets	2,~~548~~138		1,~~439~~454
Total current assets	8483,~~211~~928		8185,~~033~~677
Property, plant, and equipment, net of accumulated depreciation of $55,498 and $50,334	128,223		149,165
Property, plant and equipment, net of accumulated depreciation of $59,622 and $57,412	128,575		129,006
Operating lease right-of-use assets	2,233		2,442
Goodwill	13,881		13,881
Intangible assets, net of accumulated amortization of $3,700	4,200		4,200
Other assets	4,~~945~~620		36,~~239~~578
Total assets	$	~~237~~235,~~693~~204	$	~~253~~239,~~960~~342
LIABILITIES AND EQUITY
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	710,~~405~~115	$	168,~~334~~220
Current portion of operating lease liabilities	3,966		3,963
Accrued expenses and other current liabilities, see note 7	19,843		21,958
Accrued expenses and other current liabilities	19,745		18,575
Total current liabilities	29,958		30,178
Total current liabilities	31,116		38,872
Debt, net of current portion	5,741		5,801
Debt, net of current portion	8,346		22,906
Debt, net of current portion, related party	129,263		121,198
Debt, net of current portion, related party	115,663		100,819
Debt derivative liability, related party	25,491		24,991
Debt derivative liability, related party	23,900		25,400
Other liabilities	7,965		9,741
Operating lease liabilities, net of current portion	1,436		1,729
Total liabilities	198,418		191,909
Other liabilities	9,806		10,332
Commitments and contingencies, see note 8
Total liabilities	190,267		200,058
Series A Redeemable Convertible Preferred Stock, $0.001 par value; 2,000,000 shares authorized; 46,593 and 45,736 shares issued and outstanding, redemption value $47,466 and $46,308	47,323		46,097
Commitments and contingencies, see note 9
Stockholders’ (deficit) equity:
Series A Redeemable Convertible Preferred Stock, $0.001 par value; 2,000,000 shares authorized; 44,894 and 42,461 shares issued and outstanding, redemption value $45,455 and $42,991	45,197		42,587
Common Stock, $0.001 par value; 75,000,000 shares authorized; 37,466,352 and 37,026,234 shares issued and outstanding	37		37
Stockholders’ equity:
Additional paid-in capital	207,521		206,539
Common Stock, $0.001 par value; 75,000,000 shares authorized; 37,025,331 and 30,562,961 shares issued and outstanding	37		31
Accumulated deficit	(218,095)		(205,240)
Additional paid-in capital	206,285		177,807
Total stockholders’ (deficit) equity	(10,537)		1,336
Accumulated deficit	(204,093)		(166,523)
Total liabilities, convertible preferred stock and stockholders’ (deficit) equity	$	235,204	$	239,342
Total stockholders’ equity	2,229		11,315
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity	$	237,693	$	253,960

See accompanying notes to the ~~condensed~~ consolidated financial statements

~~-2-~~1

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LIFECORE BIOMEDICAL, INC.

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF OPERATIONS

(~~Unaudited~~unaudited)

	Three months ended				~~Nine months ended~~
(in thousands)	February 23,2025		February 25,2024		February 23,2025		February 25,2024
(in thousands, except share and per share amounts)	September 30,2025		August 25,2024
Revenues	$	1619,~~233~~293	$	1716,~~054~~793	$	~~52,560~~	$	~~54,528~~
Revenues, related party	1811,~~921~~816		187,~~650~~912		~~39,863~~		~~35,847~~
Total revenues	3531,~~154~~109		3524,~~704~~705		~~92,423~~		~~90,375~~
Cost of goods sold	2523,~~309~~318		2319,~~810~~318		~~66,107~~		~~65,797~~
Gross profit	97,~~845~~791		115,~~894~~387		~~26,316~~		~~24,578~~
Research and development expenses	21,~~045~~963		2,~~170~~186		~~6,155~~		~~6,414~~
Selling, general, and administrative expenses	108,~~093~~895		914,~~848~~785		~~35,066~~		~~28,237~~
Loss on sale or disposal of assets, net of portion classified as cost of sales	6,851		—		6,895		2
Operating loss	(3,067)		(11,584)
Restructuring (recovery) costs	(115)		771		772		918
Interest income	58		15
Operating loss	(9,029)		(895)		(22,572)		(10,993)
Interest expense	(551)		(983)
Interest expense, net	(641)		(921)		(2,558)		(2,546)
Interest expense, related party	(5,833)		(4,400)
Interest expense, related party	(4,840)		(3,368)		(13,756)		(9,754)
Change in fair value of debt derivative liability, related party	(375)		900
Change in fair value of debt derivative liability, related party	(600)		21,000		1,500		41,900
Other income (expense), net	110		(203)
Other income (expense), net	333		(814)		(174)		(1,950)
Loss before income taxes	(9,658)		(16,255)
(Loss) income from continuing operations before income taxes	(14,777)		15,002		(37,560)		16,657
Income tax (expense) benefit	(333)		25
Income tax benefit (expense)	8		(217)		(10)		(240)
Net loss	(9,991)		(16,230)
(Loss) income from continuing operations	(14,769)		14,785		(37,570)		16,417
Preferred stock dividends	(874)		—
Income from discontinued operations	—		847		—		2,679
Accretion of preferred stock to redemption value	(48)		—
Net (loss) income	$	(14,769)	$	15,632	$	(37,570)	$	19,096
Loss available to common stockholders	$	(10,913)	$	(16,230)
Loss per share, basic and diluted	$	(0.29)	$	(0.53)
Weighted average shares outstanding, basic and diluted	37,402,912		30,855,742

See accompanying notes to the ~~condensed~~ consolidated financial statements

~~-3-~~2

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LIFECORE BIOMEDICAL, INC.

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

(~~Unaudited~~unaudited)

	Three months ended				Nine months ended
	Redeemable Convertible Preferred Stock						Common Stock					Additionalpaid-incapital		Accumulated deficit		Totalstockholders’equity (deficit)
(in thousands, except share and per share amounts)	February 23,2025		February 25,2024		February 23,2025			February 25,2024
(dollars in thousands)	Shares		Amount				Shares			Amount
Net (loss) income	$	(14,769)	$	15,632	$	(37,570)		$	19,096
Balance at June 30, 2025	45,736		$	46,402			37,026,234			$	37	$	207,206	$	(208,104)	$	(861)
Preferred stock dividends	(2,466)		—		(2,466)			—
Dividends paid-in-kind	858		874				—			—		(874)		—		(874)
Accretion of preferred stock to redemption value	(144)		—		(144)			—
Accretion to redemption value	—		48				—			—		(48)		—		(48)
Fair value of conversion ratio improvement to preferred stockholders	—		—		(2,132)			—
Conversions	(1)		(1)				154			—		1		—		1
(Loss) income available to common stockholders	$	(17,379)	$	15,632	$	(42,312)		$	19,096
Settlement of stock-based awards	—		—				439,964			—		(1,156)		—		(1,156)
Basic income or loss per share:
Stock-based compensation	—		—				—			—		2,392		—		2,392
(Loss) income from continuing operations available to common stockholders	$	(0.47)	$	0.48	$	(1.24)		$	0.54
Net loss	—		—				—			—		—		(9,991)		(9,991)
Income from discontinued operations	—		0.03		—			0.09
Balance at September 30, 2025	46,593		$	47,323			37,466,352			$	37	$	207,521	$	(218,095)	$	(10,537)
Basic (loss) income per share	$	(0.47)	$	0.51	$	(1.24)		$	0.63
Balance at May 26, 2024	42,461		$	42,587			30,562,961			$	31	$	177,807	$	(166,523)	$	11,315
Diluted income or loss per share:
Issuance of stock, net of fees	—		—				335,294			—		—		—		—
(Loss) income from continuing operations available to common stockholders	$	(0.47)	$	0.40	$	(1.24)		$	0.45
Dividends paid-in-kind	796		806				—			—		(806)		—		(806)
Income from discontinued operations	—		0.02		—			0.07
Accretion to redemption value	—		48				—			—		(48)		—		(48)
Diluted (loss) income per share	$	(0.47)	$	0.42	$	(1.24)		$	0.52
Settlement of stock-based awards	—		—				—			—		(589)		—		(589)
Weighted average shares outstanding:
Stock-based compensation	—		—				—			—		2,419		—		2,419
Basic	37,020,570		30,487,596		34,080,062			30,449,673
Net loss	—		—				—			—		—		(16,230)		(16,230)
Diluted	37,020,570		36,608,904		34,080,062			36,468,871
Balance at August 25, 2024	43,257		$	43,441			30,898,255			$	31	$	178,783	$	(182,753)	$	(3,939)

See accompanying notes to the ~~condensed~~ consolidated financial statements.

~~-4-~~3

Table of Contents

LIFECORE BIOMEDICAL, INC.

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF ~~CHANGES~~CASH ~~IN EQUITY~~FLOWS

(~~Unaudited~~unaudited)

	Redeemable Convertible Preferred Stock				Common Stock			Additionalpaid-incapital		Accumulated deficit		Totalstockholders’equity (deficit)
	Three months ended
(dollars in thousands)	Shares		Amount		Shares	Amount
(in thousands)	September 30,2025		August 25,2024
Balance at November 24, 2024	44,068		$	44,312	36,980,790	$	37	$	204,736	$	(189,324)	$	15,449
Cash flows from operating activities:
Issuance of stock, net of fees	—		—		—	—		16		—		16
Net loss	$	(9,991)	$	(16,230)
Dividends paid-in-kind	826		837		—	—		(837)		—		(837)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Accretion to redemption value	—		48		—	—		(48)		—		(48)
Depreciation and amortization	1,981		1,993
Settlement of stock-based awards	—		—		44,541	—		(134)		—		(134)
Stock-based compensation	2,392		2,419
Stock-based compensation	—		—		—	—		2,552		—		2,552
Non-cash interest expense, inclusive of related party	6,112		4,719
Net loss	—		—		—	—		—		(14,769)		(14,769)
Change in fair value of debt derivative liability, related party	375		(900)
Balance at February 23, 2025	44,894		$	45,197	37,025,331	$	37	$	206,285	$	(204,093)	$	2,229
Other, net	255		(111)
Balance at May 26, 2024	42,461		$	42,587	30,562,961	$	31	$	177,807	$	(166,523)	$	11,315
Changes in operating assets and liabilities:
Issuance of stock, net of fees	—		—		5,928,775	6		23,852		—		23,858
Accounts receivable, inclusive of related party	(4,575)		6,075
Dividends paid-in-kind	2,433		2,466		—	—		(2,466)		—		(2,466)
Contract assets	4,640		(56)
Accretion of issuance costs	—		144		—	—		(144)		—		(144)
Inventory	1,968		(1,663)
Settlement of stock-based awards	—		—		533,595	—		(1,107)		—		(1,107)
Other assets	(90)		(214)
Stock-based compensation	—		—		—	—		8,343		—		8,343
Accounts payable	2,256		3,628
Net loss	—		—		—	—		—		(37,570)		(37,570)
Accrued expenses and other liabilities	(3,561)		(273)
Balance at February 23, 2025	44,894		$	45,197	37,025,331	$	37	$	206,285	$	(204,093)	$	2,229
Net cash provided by (used in) operating activities	1,762		(613)
Cash flows from investing activities:
Purchases of property, plant, and equipment	(1,737)		(3,422)
Net cash used in investing activities	(1,737)		(3,422)
Cash flows from financing activities:
Issuance of common stock, net of fees	—		1
Payments on revolving credit facility	(12,100)		(29,910)
Proceeds from revolving credit facility	12,100		31,824
Payments of debt principal	(232)		(233)
Payments related to employee stock plans	(1,156)		(589)
Net cash (used in) provided by financing activities	(1,388)		1,093
Net decrease in cash and cash equivalents	(1,363)		(2,942)
Cash and cash equivalents, beginning of period	20,219		8,462
Cash and cash equivalents, end of period	$	18,856	$	5,520

~~See~~For ~~accompanying~~supplemental ~~notes~~cash toflow ~~the~~information, ~~condensed~~see ~~consolidated~~note ~~financial statements~~1.

~~LIFECORE~~See ~~BIOMEDICAL,~~accompanying ~~INC~~notes to the consolidated financial statements.

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)~~4

(Unaudited)

	Redeemable Convertible Preferred Stock			Common Stock			Additionalpaid-incapital		Accumulated deficit		Totalstockholders’equity (deficit)
(dollars in thousands)	Shares	Amount		Shares	Amount
Balance at November 26, 2023	40,912	$	40,924	30,458,621	$	30	$	176,463	$	(175,072)	$	1,421
Issuance of stock, net of fees	—	—		—	—		—		—		—
Dividends paid-in-kind	767	776		—	—		(776)		—		(776)
Accretion to redemption value	—	48		—	—		(48)		—		(48)
Settlement of stock-based awards	—	—		88,315	—		(42)		—		(42)
Stock-based compensation	—	—		—	—		1,499		—		1,499
Net income	—	—		—	—		—		15,632		15,632
Balance at February 25, 2024	41,679	$	41,748	30,546,936	$	30	$	177,096	$	(159,440)	$	17,686
Balance at May 28, 2023	39,420	$	39,318	30,322,169	$	30	$	174,276	$	(178,536)	$	(4,230)
Issuance of stock, net of fees	—	—			—				—		—
Dividends paid-in-kind	2,259	2,287		—	—		(2,287)		—		(2,287)
Accretion to redemption value	—	143		—	—		(143)		—		(143)
Settlement of stock-based awards	—	—		224,767	—		625		—		625
Stock-based compensation	—	—		—	—		4,625		—		4,625
Net income	—	—		—	—		—		19,096		19,096
Balance at February 25, 2024	41,679	$	41,748	30,546,936	$	30	$	177,096	$	(159,440)	$	17,686

See accompanying notes to the condensed consolidated financial statements.

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LIFECORE BIOMEDICAL, INC.

~~CONDENSED~~NOTES ~~CONSOLIDATED~~TO ~~STATEMENTS~~THE OFCONSOLIDATED ~~CASH~~FINANCIAL ~~FLOWS~~STATEMENTS

(~~Unaudited~~unaudited) (Inamounts in thousands of U.S. dollars, except share and per share values)

	Nine months ended
	February 23,2025		February 25,2024
Cash flows from operating activities:
Net (loss) income	$	(37,570)	$	19,096
Adjustments to reconcile net income or loss to net cash used in operating activities:
Depreciation and amortization	6,113		5,940
Stock-based compensation	8,343		4,603
Non-cash interest expense, related party	13,448		9,408
Non-cash interest expense	1,404		812
Change in debt derivative liability, related party	(1,500)		(41,900)
Loss on sale or disposal of assets	7,685		19
Other, net	193		1,706
Changes in operating assets and liabilities:
Accounts receivable	(602)		(2,711)
Contract assets	(2,081)		213
Inventories	5,384		1,171
Other assets	(1,236)		1,984
Accounts payable	(2,714)		(4,617)
Accrued expenses and other liabilities	(2,420)		(4,183)
Net cash used in operating activities	(5,553)		(8,459)
Cash flows from investing activities:
Purchases of property, plant, and equipment	(11,318)		(15,682)
Proceeds from sale of equipment	7,000		—
Net cash used in investing activities	(4,318)		(15,682)
Cash flows from financing activities:
Issuance of common stock, net of fees	23,858		—
Payments of debt principal	(699)		(482)
Payments for debt issuance costs	(435)		(124)
Proceeds from noncurrent customer deposit	—		5,000
Proceeds from exercise of stock options	—		724
Proceeds from finance lease incentive	2,400		—
(Repayments of) proceeds from revolving credit facility, net	(17,191)		3,104
Payments related to employee stock plans	(1,107)		(99)
Net cash provided by financing activities	6,826		8,123
Net decrease in cash and cash equivalents	(3,045)		(16,018)
Cash and cash equivalents, beginning of period	8,462		19,091
Cash and cash equivalents, end of period	$	5,417	$	3,073

1. Organization, basis of presentation and summary of significant accounting policies

See accompanying notes to the condensed consolidated financial statements.

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LIFECORE BIOMEDICAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) (in thousands, 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 and manufacturing organization (“CDMO”) that provides services in the development, fill and finish of complex sterile injectable pharmaceutical products in syringes, vials, and cartridges.

Basis of presentation

The accompanying ~~condensed~~unaudited consolidated financial statements of the Company and the consolidated balance sheet as of May 2625, ~~2024~~2025, which has been derived from audited financial statements, ~~and the accompanying unaudited condensed 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 and Regulation S-X of the Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (~~consisting~~which were of a normal recurring ~~accruals~~nature) have been made which are necessary to present fairly the financial position of the Company at ~~February~~September 2330, 2025, 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 financial statements and related footnotes prepared following GAAP have been condensed or omitted per the rules and regulations of the SEC. The accompanying financial data should be reviewed in conjunction with the audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2024.

~~The~~Although the Company’s ~~fiscal~~believes ~~year~~that is the ~~52-~~disclosures orin ~~53-week~~these ~~period~~financial ~~that~~statements ~~ends~~are onadequate ~~the~~to ~~last~~make ~~Sunday~~the ofinformation ~~May~~presented ~~with~~not ~~quarters~~misleading, ~~within~~certain ~~each~~information ~~year~~normally ~~ending~~included onin the ~~last~~notes ~~Sunday~~to ofthe ~~August,~~financial ~~November,~~statements ~~and~~prepared ~~February;~~following ~~however,~~U.S. inGAAP ~~instances~~may ~~where~~have ~~the~~been ~~last~~condensed ~~Sunday~~or ~~would~~omitted ~~result~~per inthe arules ~~quarter~~and ~~being~~regulations ~~12-weeks~~of inthe ~~length,~~SEC. ~~the~~The ~~Company’s~~accompanying ~~policy~~financial isdata toshould ~~extend~~be ~~that~~reviewed ~~quarter~~in toconjunction with the ~~following~~audited ~~Sunday.~~financial Astatements ~~14th~~and ~~week~~accompanying isnotes included in the ~~fiscal~~Company’s ~~year~~Annual ~~every~~Report ~~five~~on orForm ~~six~~10-K ~~years~~for ~~to realign~~ the ~~Company’s~~ fiscal ~~quarters~~year ~~with~~ended ~~calendar~~May 25, ~~quarters~~2025.

The ~~results~~accounting ~~reported~~policies inunderlying ~~these~~the ~~interim~~accompanying ~~condensed~~ consolidated financial statements are ~~not~~set ~~necessarily~~forth ~~indicative~~in ofnote 1 to the ~~results~~consolidated ~~that~~financial ~~may~~statements beincluded ~~reported~~in the Company’s Annual Report on Form 10-K for the ~~entire~~fiscal year ended May 25, 2025. There have been no material changes in the Company’s significant accounting policies during the three months ended September 30, 2025.

~~During~~On August 1, 2025, the ~~nine~~Company’s ~~months~~Board ~~ended~~of ~~February~~Directors ~~23,~~approved ~~2025,~~a change in the Company’s ~~changed~~fiscal year that ended on the ~~basis~~last Sunday of ~~presentation~~May ~~for~~to ~~certain~~a ~~items~~fiscal toyear ~~simplify~~that ~~and~~corresponds ~~improve~~with the ~~usefulness~~calendar ofyear, ending on December 31, effective for the ~~financial~~fiscal ~~statements~~period beginning May 26, ~~none~~2025 ofand ~~which~~ending ~~had~~December 31, 2025 (the “Fiscal Year Change”). The Fiscal Year Change is applied on a ~~material~~prospective ~~effect~~basis toand ~~any~~does ofnot ~~the~~adjust ~~periods~~operating ~~presented~~results for prior periods.

~~Basis~~As a result of ~~consolidation~~the Fiscal Year Change, commencing with this Quarterly Report on Form 10-Q, the Company will be filing Quarterly Reports on Form 10-Q covering quarterly periods on a calendar year basis. Also as a result of the Fiscal Year Change, the Company will file a Form 10-KT covering the “transition period” beginning May 26, 2025 and ending December 31, 2025, which will include separate reporting of the approximately one-month period from May 26 to June 30, 2025. For periodic reports covering periods through and including June 30, 2026 (including this Quarterly Report on Form 10-Q), the Company will select comparative financial information in accordance with SEC rules that are applicable to the Fiscal Year Change. Specifically, for balance sheet information, the Company will present information from the latest audited date, which for this Quarterly Report on Form 10-Q is May 25, 2025; and for period-based information, the Company will present the most closely-comparable previously reported three-month period, which for this Quarterly Report on Form 10-Q is the three months ended August 25, 2024. This comparative information is selected to provide meaningful context for evaluating the Company’s performance through and including June 30, 2026. 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.

The condensed consolidated financial statements are presented on the accrual basis of accounting in accordance with GAAP and include the accounts of the Company and its subsidiaries. All material inter-company transactions and balances have been eliminated.5

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

Basis of consolidation

The consolidated financial statements have been prepared in accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated.

Use of estimates

The preparation of financial statements and the notes to the financial statements in ~~conformity~~accordance with U.S. GAAP requires management to make ~~certain~~ estimates and judgments that affect the amounts reported ~~in the financial statements and accompanying notes~~. The accounting estimates that require management’s most significant and subjective judgments include revenue recognition; recognition and measurement of current and deferred income tax assets and liabilities; ~~the~~evaluating ~~recoverability~~assets ~~assessment~~for ofreserves ~~inventories~~and potential impairment; the valuation and recognition of stock-based compensation; and the valuation of the debt derivative liability. ~~For~~Actual these areas, it is at least reasonably possible that a change in estimate could occur over the next twelve months. These estimates involve the consideration of complex factors and require management to make judgments. The analysis of historical and future trends can require extended periods of time to resolve and are subject to change from period to period. The actual results may differ from management’s estimates.

Supplemental disclosures of cash flow information

The following table presents supplemental cash flow information:

	Nine months ended
	Three months ended
	February 23,2025		February 25,2024
	September 30, 2025		August 25, 2024
Cash paid for income taxes	$	127	$	70
Cash paid for income taxes, net	$	17	$	—
Cash paid for interest	~~1,886~~265		~~2,065~~628
Non-cash investing and financing activities:
Purchases of property, plant, and equipment in accounts payable	1,643		5,433
Purchases of property, plant and equipment in accounts payable	420		5,906
Non-cash portion of sale of property, plant and equipment via note receivable	9,590		—
Capitalization of non-cash interest to property, plant and equipment	572		711
Increases to property, plant and equipment from finance leases	2,737		—
Dividends paid-in-kind on Redeemable Convertible Preferred Stock	874		806
Capitalization of non-cash interest to property, plant, and equipment	2,254		3,250
Dividends paid-in-kind on Redeemable Convertible Preferred Stock	2,466		2,287

Reportable segments

The Company operates as one reportable segment. This is based on the objectives of the business and how our chief operating decision maker, the President and Chief Executive Officer, regularly reviews and manages the business, monitors operating performance and allocates resources.

Income or loss per share

Accounting guidance requires the presentation of basic and diluted earnings per share. Basic earnings per share is computed using the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution as if securities or other contracts to issue the Company’s common stock, par value $0.001 per share (“Common Stock”) were exercised or converted into Common Stock. The Company’s diluted common equivalent shares consist of Redeemable Convertible Preferred Stock, stock options, restricted stock units (“RSUs”), and performance share units (“PSUs”). Dilution related to stock options, RSUs and PSUs is calculated using the treasury stock method, which includes the assumed repurchase of common shares from cash received upon stock option exercises, and unrecognized compensation expense. The potential dilutive effect of the Redeemable Convertible Preferred Stock is calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later, but are excluded if their effect is anti-dilutive.

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Fair value measurements

The Company uses fair value measurement accounting for financial assets and liabilities and for financial instruments and certain other items measured at fair value. The Company has not elected the fair value option for any of its other eligible financial assets or liabilities.

Applicable accounting guidance establishes a three-tier hierarchy for fair value measurements, which prioritizes the inputs used in measuring fair value as follows:

•Level 1 – observable inputs such as quoted prices for identical instruments in active markets.

•Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data.

•Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions.

Recent accounting pronouncements

In ~~November~~December ~~2024~~2023, ~~a new~~ accounting standards update ~~2024~~2023-0309 was issued ~~that requires more detailed disclosures related~~ to ~~certain~~improve ~~costs~~income ~~and~~tax ~~expenses~~disclosures. ~~The~~This ~~guidance~~update ~~requires~~includes ~~entities~~disclosure ~~to disclose amounts~~ of ~~certain~~disaggregated ~~expense~~information ~~categories~~about ~~included~~both ~~in expense captions presented on~~ the ~~face~~effective oftax ~~the~~rate ~~income~~reconciliation ~~statement, including purchases of inventory, employee compensation, depreciation,~~ and ~~intangible~~income ~~asset~~taxes ~~amortization~~paid. This update is effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2026~~2024, ~~and~~which for ~~interim~~Lifecore ~~periods~~begins ~~beginning~~with ~~after~~the transition period ending December 1531, ~~2027~~2025, with early adoption permitted. The ~~disclosure~~amendments ~~requirements~~in this update may be applied ~~either~~ prospectively or retrospectively. Management is currently evaluating the impact that the adoption of this update will have on its financial statements.

In ~~December~~November ~~2023~~2024, aaccounting ~~new~~standards update 2024-03, which was subsequently clarified by accounting standards update ~~2023~~2025-0901, was issued to ~~improve~~require ~~income~~more ~~tax~~detailed disclosures related to certain costs and expenses. ~~This~~The ~~update~~guidance ~~includes~~requires ~~disclosure~~entities to disclose amounts of ~~disaggregated~~certain ~~information~~expense ~~about~~categories ~~both~~included in expense captions presented on the ~~effective~~face ~~tax~~of ~~rate~~the ~~reconciliation~~income statement, including purchases of inventory, employee compensation, depreciation, and ~~income~~intangible ~~taxes~~asset ~~paid~~amortization. This ~~update~~guidance is effective for public entities for annual periods beginning after December 15, ~~2024~~2026, which ~~will~~for beLifecore ~~our~~begins ~~fiscal~~with the year ending ~~May~~December 2331, ~~2026~~2027, ~~with~~and ~~early~~for ~~adoption~~interim ~~permitted.~~reporting ~~The~~periods ~~amendments~~following inthat ~~this update may be applied prospectively or retrospectively~~year. Management is currently evaluating the impact that the adoption of this update will have on its financial statements.

In November 2023, a new accounting standards update 2023-07 was issued to enhance disclosure of significant expenses that are regularly provided to the chief operating decision maker and are included with each reported measure of segment profit and loss. The update also specifies that companies with a single reportable segment are subject to this standard. The update is effective for annual reporting periods beginning after December 15, 2023, which will be our fiscal year ending May 25, 2025, and interim reporting periods thereafter, with early adoption permitted. The amendments in this update must be applied retrospectively to all periods presented. Management is currently evaluating the impact that the adoption of this update will have on its financial statements.6

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In September 2025, accounting standards update 2025-06 was issued to modernize the recognition and disclosure framework for internal-use software costs, removing the previous "development stage" model and introducing a more judgment-based approach. This guidance is effective for annual periods beginning after December 15, 2027, which for Lifecore begins with the year ending December 31, 2028, and interim periods therein. Early adoption is permitted as of the beginning of an annual reporting period. Management is currently evaluating the impact that the adoption of this update may have on its financial statements.

Management has evaluated recently issued accounting pronouncements outside of those mentioned above and does not believe that any of these pronouncements will have a significant impact on the Company’s consolidated financial statements and related disclosures.

2. Income or loss per share

~~The~~Due ~~following~~to ~~table~~the ~~sets~~Company’s ~~forth~~net loss for all periods presented, the ~~weighted~~inclusion ~~average~~of ~~shares~~dilutive ~~used~~securities inwould be antidilutive because it would reduce the ~~computation~~amount of loss incurred per share. As a result, no additional dilutive shares were included in diluted loss per share, and there were no differences between basic and diluted ~~income~~loss orper share. The following securities on an as-converted basis were excluded from the computations of diluted loss per share:.

	Three months ended		~~Nine months ended~~
	February 23, 2025	February 25, 2024	February 23, 2025	February 25, 2024
	September 30, 2025	August 25, 2024
Weighted average shares for basic income or loss per share	37,020,570	30,487,596	34,080,062	30,449,673
Redeemable Convertible Preferred Stock	7,131,888	6,179,556
Redeemable convertible preferred stock	—	5,899,388	—	5,791,809
Stock options	1,152,621	2,074,785
Stock options, RSUs and PSUs	—	221,920	—	227,389
RSUs	1,377,482	1,436,240
Weighted average shares for diluted income or loss per share	37,020,570	36,608,904	34,080,062	36,468,871
PSUs	2,283,000	1,500,000
Total	11,944,991	11,190,581

~~Due~~See tonote ~~the~~10 ~~Company’s net loss~~ for ~~the~~more ~~three~~information ~~and~~about ~~nine~~Redeemable ~~months~~Convertible ~~ended~~Preferred ~~February 23,~~Stock ~~2025,~~and ~~the~~note ~~diluted~~12 ~~income~~for ormore ~~loss~~information ~~per~~about ~~share~~stock isoptions, ~~calculated~~restricted ~~using~~stock ~~only~~units ~~the~~(“RSUs”) ~~basic weighted average common shares outstanding~~ and ~~thus~~performance ~~excludes~~share ~~the~~units ~~following securities on an as-converted basis as of February 23, 2025~~(“PSUs”).

			February 23,2025
Redeemable Convertible Preferred Stock			6,875,074
Stock options			1,418,355
Restricted stock units			1,531,850
Performance share units			2,175,000
Total			12,000,279

See note 11 for more information about Series A Redeemable Convertible Preferred Stock and note 13 for more information about stock options, restricted stock units and performance share units.

3. Discontinued operations

The Company previously operated a food business through its wholly-owned subsidiary, Curation Foods, Inc. (“Curation Foods”). During the year ended May 28, 2023, the Company entered into agreements for the sale or disposition of all subsidiaries within the Curation Foods business, which was completed during the year ended May 26, 2024. Upon completion of the dispositions, it ceased to operate the Curation Foods business. Interest and income tax expense are not allocated to discontinued operations for periods presented due to their immateriality.

During the nine months ended February 25, 2024, the Company reached settlement agreements related to the Curation Foods business that resulted in the receipt of cash payments totaling $2,679, which were recognized as income from discontinued operations in the nine months ended February 25, 2024. The $2,679 cash received is included in net cash from operating activities on the consolidated statement of cash flows.

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3. Segment reporting for single reportable segment

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
	September 30, 2025		August 25, 2024
Revenues	$	31,109	$	24,705
Personnel costs(1)	11,129		12,637
Materials and non-depreciation overhead(2)	14,273		9,941
Depreciation and amortization	1,981		1,993
Stock-based compensation	2,392		2,419
Reorganization costs	1,571		3,592

All other operating expenses(3)	2,830		5,707
Interest expense, net	6,326		5,368
Change in fair value of debt derivative liability	375		(900)
Other (income) expense, net	(110)		203
Income tax expense (benefit)	333		(25)
Net loss	$	(9,991)	$	(16,230)

(1)Includes all wages and salary, bonus, employer taxes, and employee benefit plan expenses

(2)Represents cost of goods sold, excluding direct labor and all personnel cost and depreciation allocations

(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 September 30, 2025, the Company earned revenue of approximately 60% in the United States, 20% in Belgium, 10% in the Netherlands and 10% in all other countries combined. For the three months ended August 25, 2024, the Company earned revenue of approximately 65% in the United States, 10% in Belgium, 10% in the Netherlands and 15% in all other countries combined.

4. Accounts and note receivable

Accounts receivable

~~Two~~Three of the Company’s customers had accounts receivable concentrations of 10% or greater as of ~~February~~September 2330, 2025, ~~accounting~~with ~~for~~those 47customers comprising 28%, 19% and 1917% of accounts receivable. Two of the Company’s customers had accounts receivable concentrations of 10% or greater as of May 2625, ~~2024~~2025, ~~accounting~~with ~~for~~those 34customers comprising 45% and 1816% of accounts receivable.

Table of Contents

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

	Nine months ended
	Three months ended
	February 23,2025		February 25,2024
	September 30, 2025		August 25, 2024
Beginning balance	$	~~711~~1,351	$	~~485~~711
Provision	186		77
Provision (reversal of provision)	—		(11)
Charge-offs	—(547)		~~(37)~~—
Balance at February 23, 2025	$	897	$	525
Ending balance	$	804	$	700

~~Factors~~The primary factor that ~~are~~is currently influencing ~~our~~management’s estimate of expected credit losses ~~includes~~is its knowledge of the status of certain customers’ ~~whose~~ development projects ~~are awaiting additional funding~~.

Note receivable

On January 7, 2025, the Company accepted a $10,000 note as a portion of the proceeds ~~for~~from the sale of ~~the~~certain ~~isolator-filler~~excess ~~described in note 6~~equipment. The note ~~matures~~would have matured on July 7, 2026 and ~~may~~was bereceivable ~~paid~~ in whole or in part at any time prior to maturity without penalty or premium. Otherwise, the note iswas scheduled to be ~~paid~~collected as follows: $4,000 on July 7, 2025, $4,000 on January 7, 2026 and $2,000 on July 7, 2026.

The note iswas interest-free through July 7, 2025, and thereafter principal ~~bears~~would have earned interest at the U.S. prime rate plus 1% until repayment. Management ~~concluded~~imputed ~~that~~ interest ~~should be imputed~~ for the full duration of the note at an effective interest rate of 8.5%, representing the stated rate as of February 23, 2025. As a result, the Company recorded an initial discount of $410 as an offset to the noncurrent portion of the note based on its maturity date. On June 11, 2025, the note holder paid the note in full.

As of February 23, 2025, the note receivable of $10,000, net of discount of $305, is classified on our balance sheet as follows: $8,000 as a standalone current asset and $1,695 as a component of other assets5. ~~Interest income of $105 is included on our statement of operations within interest expense, net.~~ Inventory

~~5. Inventories,~~The ~~net~~following table presents the components of inventory:

Inventories primarily consist of in-process and finished goods related to sterile injectable pharmaceutical products in syringes, vials and cartridges. This includes premium, pharmaceutical grade HA in bulk form as well as formulated and filled syringes, vials and cartridges for injectable products used in treating a broad spectrum of medical conditions and procedures.


	September 30, 2025		May 25, 2025
Finished goods	$	14,113	$	13,379
Raw materials	12,301		10,169
Work in process	7,387		8,743


Inventory	$	33,801	$	32,291

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~~Inventories are stated at the lower of cost (using the first-in, first-out method) or net realizable value~~6. ~~Inventory costs include the purchase price of raw materials~~ Property, ~~and additionally for work in process and finished goods, direct labor costs and allocated portions of indirect labor, property,~~ plant and equipment, ~~costs needed in the manufacturing process.~~net

~~Inventories~~All ~~consisted~~property, ofplant and equipment is located in the United States. The following table presents the components of property, plant and equipment:

	February 23,2025		May 26,2024
	September 30, 2025		May 25,2025
Finished goods	$	13,483	$	14,924
Land and land improvements	$	3,506	$	3,739
Raw materials	12,075		13,140
Buildings and building improvements	82,314		63,732
Work in process	9,038		11,915
Machinery and equipment	82,572		61,183
Inventories, net	$	34,596	$	39,979
Computer equipment and software	8,330		8,373
Furniture and fixtures	1,610		1,635
Construction in process	4,921		42,231
Idle construction in process	4,944		5,525
Property, plant, and equipment, gross	188,197		186,418
Less: accumulated depreciation and amortization	(59,622)		(57,412)
Property, plant, and equipment, net	$	128,575	$	129,006

~~Adjustments~~During tothe ~~inventory~~three ~~are~~months ~~determined~~ended atSeptember 30, 2025, the ~~raw~~Company ~~materials,~~completed ~~work-in-process,~~its ~~and~~capacity ~~finished~~expansion ~~good~~project ~~levels~~which is expected to ~~reflect~~more ~~obsolescence~~than ordouble ~~impaired~~its ~~balances~~overall aseptic capacity. ~~Factors~~As ~~influencing~~a ~~inventory~~result ~~obsolescence~~of ~~include~~the ~~changes~~completion inof ~~demand,~~the ~~product~~capacity ~~life~~expansion ~~cycle~~project, ~~product~~depreciation ~~pricing,~~expense ~~physical~~is ~~deterioration,~~expected ~~and~~to ~~quality~~increase ~~concerns~~by approximately $1,600 per annum.

6On January 7, 2025, the Company entered into an agreement for the sale of certain excess equipment. ~~Property~~ The aggregate purchase price was $17,000. ~~plant~~Lifecore received $7,000 cash and paid fees of $752 at closing. Lifecore also accepted a note for the remainder of the proceeds (see note 4) and recorded current and noncurrent payables of $800 and $200, respectively, for selling fees due to a third-party broker. The note and the payables were each cash-settled in June 2025. The sale resulted in a $21,239 reduction in idle construction in process. The Company recorded a loss on the sale of the equipment of $6,400, which is included with other losses for the fiscal year ended May 25, 2025, respectively, in loss on sale or disposal of assets, net of portion classified as cost of sales, within the statement of operations.

~~All~~Depreciation and amortization expense for property, plant, and equipment isfor ~~located~~the inthree ~~the~~months ~~United~~ended ~~States.~~September ~~Property~~30, ~~plant,~~2025 and ~~equipment~~August 25, ~~net,~~2024 ~~consists~~was of$1,981 ~~the~~and ~~following:~~$1,993, respectively.

	February 23,2025		May 26,2024
Land and land improvements	$	3,739	$	3,739
Buildings and building improvements	63,732		62,874
Machinery and equipment	61,357		61,013
Computer equipment and software	8,612		8,290
Furniture and fixtures	1,635		1,631
Construction in process	40,196		39,151
Idle construction in process	4,450		22,801
Property, plant, and equipment, gross	183,721		199,499
Less: accumulated depreciation and amortization	(55,498)		(50,334)
Property, plant, and equipment, net	$	128,223	$	149,165

The major components of the construction in process are related to aseptic filler production to significantly increase manufacturing capacity.

On January 7, 2025, the Company entered into an agreement for the sale of the Company's previously purchased, but not yet installed, isolator-filler. The aggregate purchase price was $17,000. Lifecore received $7,000 cash and paid fees of $752 at closing. Lifecore also accepted a note for the remainder of the proceeds (see note 4) and recorded current and noncurrent payables of $800 and $200, respectively, for remaining selling fees to be paid to a third-party broker. The sale resulted in a $21,239 reduction in idle construction in process. The Company recorded a loss on the sale of the equipment of $6,400, which is included with other losses of $451 and $495 for the three and nine months ended February 23, 2025, respectively, in loss on sale or disposal of assets, net of portion classified as cost of sales, within the statement of operations. The Company also recognized other losses on disposal of assets of $790 as cost of sales within the statement of operations.

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Depreciation and amortization expense for property, plant, and equipment for the three months ended February 23, 2025 and February 25, 2024 was $2,076 and $2,006, respectively. Depreciation and amortization expense for property, plant, and equipment for the nine months ended February 23, 2025 and February 25, 2024 was $6,113 and $5,940, respectively.

7. Accrued expenses and other current liabilities

The following table presents the components of accrued expenses and other current liabilities:

	February 23,2025		May 26,2024
	September 30, 2025		May 25,2025
Accrued compensation	$	5,843	$	6,165
Accrued payable to Redeemable Convertible Preferred Stockholders	$	4,664	$	4,499
Accrued payable to Series A preferred stockholders	4,377		3,471
Accrued compensation	4,157		6,144
Accrued customer pass-through expenditures	2,101		3,509
Contract liabilities, related party	4,131		2,731
Accrued professional fees	1,798		830
Contract liabilities	3,083		684
Contract liabilities, related party	1,750		1,025
Current portion of debt, related party	773		773
Current portion of debt	~~930~~174		~~943~~2,664
Contract liabilities	815		1,088
Accrued customer pass-through expenditures	—		1,911
Other	2,~~131~~861		12,~~544~~552
Accrued expenses and other current liabilities	$	19,~~745~~843	$	1821,~~575~~958

~~8. Restructuring costs~~10

During fiscal year 2020, the Company commenced a multi-year restructuring plan to improve profitability and to redesign the organization to focus on strategic assets so that it could compete and thrive as a standalone public CDMO business. We expect to finish incurring expenses under this plan by the end of fiscal year 2025. Types of costs associated with this plan include: (i) employee termination costs, as a result of multiple reductions-in-force; and (ii) other costs related to the sale of non-strategic assets, including contract termination costs and asset write-offs. These costs are included as a separate caption on the statements of operations.

The following table presents the restructuring costs or recovery recognized during the period:

	Three months ended				Nine months ended
	February 23, 2025		February 25, 2024		February 23, 2025		February 25, 2024
Employee termination costs	$	472	$	76	$	1,307	$	215
Other (recoveries) costs	(587)		695		(535)		703
Total	$	(115)	$	771	$	772	$	918

The following table presents a reconciliation of the beginning and ending restructuring liabilities:

	Employee termination costs		Other costs		Total
Balance at May 26, 2024	$	217	$	4,554	$	4,771
Expense (recoveries)	1,307		(535)		772
Payments	(1,204)		(59)		(1,263)
Balance at February 23, 2025	$	320	$	3,960	$	4,280

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~~The~~8. Commitments ~~following~~and ~~table presents the balance sheet classification of restructuring liabilities:~~contingencies

	February 23,2025		May 26,2024
Current portion of operating lease liabilities	$	3,575	$	3,575
Accrued expenses and other current liabilities – accrued compensation	320		217
Accrued expenses and other current liabilities – other	385		979
Restructuring liabilities	$	4,280	$	4,771

The following table presents actual and expected expenses incurred or to be incurred under the plan:

	Incurred through February 23, 2025		Expected remaining costs to be incurred		Total expected costs
Employee termination costs	$	5,640	$	535	$	6,175
Other costs (recoveries)	12,850		(2,506)		10,344
Total	$	18,490	$	(1,971)	$	16,519

9. Commitments and contingencies

Legal contingencies

In the ordinary course of business, the Company is involved in various legal proceedings and claims.

The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least each fiscal quarter and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Legal fees are expensed in the period in which they are incurred.

Because recovery of amounts is contingent upon a legal settlement, no amounts have been recorded as recoverable costs through February 23, 2025.

Investor dispute

On December 23, 2024, 22NW Fund, L.P. (“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. 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 ~~(the “Issuance Proposal”)~~.

~~-14-~~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. The individual defendants filed separate motions to dismiss the complaint against them in its entirety. Those motions were fully briefed on April 9, 2025, and the Court held a hearing on the motions in early November 2025. Discovery is ongoing.

The Company intends to vigorously defend itself and its former officers and directors in this action. Any potential loss arising from these claims is not currently probable or estimable. However, the Company has been accruing for the registration delay fees sought by 22NW (see note 10 for additional information, including with respect to the payment in full of this obligation in November 2025). The Company also held a Special Meeting of Stockholders on April 10, 2025, at which time the stockholders approved the removal of the cap on the conversion of Series A Redeemable Convertible Preferred Stock into Common Stock.

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The Company has accrued for the registration delay fees (see note 11), and the Company has both filed a proxy statement with the SEC on February 27, 2025, and has scheduled a stockholder meeting for April 10, 2025, to seek the approval of the Issuance Proposal. Otherwise, the Company believes that the claims are without merit and intends to vigorously defend against them, and any potential loss arising from these other claims is not currently probable or estimable.

On February 24, 2025, the Company and the individual defendants filed separate motions to dismiss the complaint. The motions are not yet fully briefed. On March 27, 2025, the Court issued an order setting forth an initial schedule for discovery.

Class action complaint

On July 29, 2024, a putative class action complaint was filed on behalf of stockholders of the Company in the United States District Court of Minnesota against the Company and certain of its named executive officers. The complaint generally alleges that statements made to the Company’s stockholders between October 7, 2020, and March 19, 2024 regarding the Company’s financial results, internal controls, remediation efforts, periodic reporting, and financial prospects were false and misleading in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the individual defendants are liable for such statements because they are controlling persons under Section 20(a) of the Exchange Act. The complaint seeks compensatory damages, court costs, and attorneys’ fees. On November 15, 2024, the Court appointed co-lead plaintiffs and their respective counsel. The co-lead plaintiffs filed an amended complaint on January 24, 2025, which contained substantially similar allegations and claims as those set forth in the original complaint. 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. If approved by the court in its current form, this proposed settlement is expected to be covered by the Company’s insurance policies with no material loss incurred by the Company. The Company continues to believe that the claims are without merit and intends to vigorously defend against them. ~~Any~~if ~~potential~~the ~~loss~~settlement ~~arising from this claim~~ is not ~~currently~~so ~~probable or estimable~~approved.

SEC subpoena

On February 16, 2024, the Chicago Regional Office of the SEC issued a subpoena to the Company seeking documents and information concerning the financial statement restatement. The Company ishas incooperated ~~the process of responding to the subpoena and cooperating~~ with the SEC. WeThe Company cannot predict the duration or outcome of this matter at this time.

~~Landlord~~Yucatan ~~complaints~~Litigation

On ~~January~~December 121, ~~2024~~2018, the ~~landlord~~Company ~~for~~acquired aall ~~property leased by Curation Foods filed a complaint~~ of ~~unlawful detainer against~~ the ~~Company~~voting ininterests ~~Santa~~and ~~Barbara~~substantially ~~County~~all ~~Superior Court, seeking possession~~ of the ~~building~~assets ~~and alleging past due rent~~ of ~~approximately~~Yucatan ~~$171. On February 29, 2024, Curation~~ Foods ~~surrendered possession of the premises to the landlord~~L. ~~The unlawful detainer action has thus been converted to an ordinary civil action~~P. ~~Landlord~~(“Yucatan”, ~~has~~collectively ~~filed an amended complaint against both Curation Foods and~~ the ~~Company~~“Yucatan ~~seeking~~Acquisition”), towhich ~~recover~~owned ~~all~~a ~~rent~~guacamole ~~which~~manufacturing ~~will~~plant ~~accrue~~in ~~through~~Mexico ~~the~~called ~~expiration~~Procesadora ~~of the lease~~Tanok, ~~less~~S ~~any~~de ~~sums~~RL ~~landlord~~de ~~collects from a replacement tenant~~C.V. ~~See note 18 for additional developments subsequent to the balance sheet date~~(“Tanok”).

~~Compliance~~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. 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 trial for the remaining defendants was severed into two trials by the Court:

On•The ~~December~~first 1trial involved claims by and against one defendant only. This trial concluded on October 18, ~~2018~~2024, and final judgment was entered on March 21, 2025, with offsetting verdicts that resulted in a net award in the Company’s ~~acquired~~favor ~~all~~ of ~~the~~$902 ~~voting~~against ~~interests~~the defendant and ~~substantially~~an ~~all~~award of ~~the~~recoverable ~~assets~~costs of ~~Yucatan~~$275 ~~(the~~for ~~“Yucatan~~a ~~Acquisition”)~~total judgment of $1,177. ~~which~~The ~~owns~~Company filed a ~~guacamole~~notice ~~manufacturing~~of ~~plant~~appeal inon ~~Mexico~~June ~~called~~9, ~~Procesadora~~2025 ~~Tanok,~~and Sthe dePlaintiff RLfiled dea ~~C.V.~~notice ~~(“Tanok”)~~of cross-appeal on July 1, 2025.

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On October 21, 2019, the Company retained Latham & Watkins, LLP to conduct an internal investigation relating to potential environmental and Foreign Corrupt Practices Act (“FCPA”) compliance matters associated with regulatory permitting at the Tanok facility in Mexico. The Company subsequently voluntarily self-disclosed to the SEC and the U.S. Department of Justice (“DOJ”) the conduct under investigation, and these agencies commenced an investigation. The Company also disclosed the conduct under investigation to the Office of the Attorney General in Mexico, which in December 2021 decided (a) that Curation Foods, did not commit or participate in the criminal conduct disclosed, (b) no criminal action would be taken against Curation Foods, (c) that no criminal liability was established against Tanok and Yucatan after they were acquired by Curation Foods, and (d) the decisions do not apply to any individuals who may be responsible for misconduct. The Company also disclosed the misconduct to other regulators in Mexico. The conduct at issue began prior to the Yucatan Acquisition, and the agreement for the Yucatan Acquisition provides the Company with certain indemnification rights that may allow the Company to recover the cost of a portion of the liabilities that have been and may be incurred by the Company in connection with these compliance matters.

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. The Plaintiff sought over $10,000 in damages, including delivery of shares of his stock held in escrow for the indemnification claims described above. 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. In fiscal 2022, 2023 and 2024, the Company 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 trial for the remaining defendants was severed into two trials by the Court:

•The first trial involved claims by and against one defendant only. This trial concluded on October 18, 2024, and final judgment was entered on March 21, 2025, with offsetting verdicts that resulted in a net award in the Company’s favor of $902 against the defendant in addition to the opportunity to recover costs currently estimated at $270. The defendant has 15 days to file motions and until May 20, 2025 to file an appeal.

•The second trial for the other defendants will involve only the Company’s claims against them, and there are no claims made by those defendants against the Company. That second trial has been stayed by the Court pending a final judgment, including any appeal, in the first trial.

The ultimate outcome of these or any other investigations, legal actions, or potential claims that may arise from the matters related to the litigation remains uncertain. The Company cannot reasonably predict the timing or outcomes, or estimate the amount final judgments, or the effect, if any, they may have on its financial statements. Separately, future rulings from the Court will affect pending claims against the severed defendants for indemnification under provisions in the purchase agreement. Because recovery of amounts is still contingent upon the resolution of certain issues, no amounts have been recorded as recoverable costs through February 23, 2025.12

On November 16, 2023, the Company and the DOJ executed a letter (“Declination Letter”) in which the DOJ has declined to prosecute the Company for violations of the FCPA involving the Company’s formerly-held subsidiary, Yucatan Foods L.P. (“Yucatan”). Pursuant to the Declination Letter, in connection with the DOJ’s declination to prosecute, in fiscal 2023 the Company agreed to pay disgorgement in the amount of $407, and to continue to fully cooperate with any ongoing government investigations and any prosecutions that might result in the future. The Company paid the disgorgement amount in full in fiscal 2024.

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10•The Plaintiff filed a new complaint seeking over $15,000 in damages and delivery of shares of his stock held in escrow, and served it on the Company on June 30, 2025. ~~Debt~~ The Plaintiff’s new lawsuit arises out of the same allegations as his earlier lawsuit, asserts the same claims, and seeks the same damages. The Company will oppose the new complaint and seek to dismiss on the grounds it is duplicative of the first lawsuit.

The ultimate outcome of these matters or any other investigations, legal actions, or potential claims that may arise from these matters remains uncertain. The Company cannot reasonably predict the timing or outcomes, or estimate the amount of final judgments, or the effect, if any, they may have on its financial statements. Separately, future rulings from the Court will affect pending claims against the severed defendants for indemnification under provisions in the purchase agreement. Because recovery of amounts is still contingent upon the resolution of certain issues, no amounts have been recorded as recoverable costs through September 30, 2025.

9. Debt

The following table presents the components of debt:

	February 23,2025		May 26,2024
	September 30, 2025		May 25,2025
Debt principal:
Term loan credit facility with related party	$	~~169~~179,~~287~~562	$	~~157~~173,~~313~~508
Revolving credit facility	~~2,500~~—		192,~~691~~500
Leaseback liability with related party	65,~~571~~991		76,~~150~~377
Finance lease liability	65,~~003~~915		35,~~385~~965
Debt principal	~~184~~191,~~361~~468		~~187~~188,~~539~~350
Unamortized debt discount on term loan credit facility with related party	(5955,~~422~~517)		(6257,~~871~~914)
Total debt, net of discounts	$	~~124~~135,~~939~~951	$	~~124~~130,~~668~~436
Classification on consolidated balance sheet:
Accrued expenses and other current liabilities	$	~~930~~947	$	~~943~~3,437
Debt, net of current portion	85,~~346~~741		225,~~906~~801
Debt, net of current portion, related party	~~115~~129,~~663~~263		~~100~~121,~~819~~198
Total debt, net of discounts	$	~~124~~135,~~939~~951	$	~~124~~130,~~668~~436

The following table presents future minimum principal payments at September 30, 2025:

Remainder of fiscal year 2025	$	231
Remainder of 2025	$	232
Fiscal year:
2026	954
2026	937
2027	986
2027	967
2028	1,023
2028	3,501
2029	180,610
2029	170,325
2030	1,068
2030	1,052
Thereafter	6,595
Thereafter	7,348
Debt principal	$	191,468
Debt principal	$	184,361

~~The following table presents the classification of interest in the consolidated financial statements:~~13

	Three months ended				Nine months ended
	February 23, 2025		February 25, 2024		February 23, 2025		February 25, 2024
Expensed in statement of operations	5,481		4,289		16,314		12,300
Capitalized to property, plant and equipment	798		1,187		2,254		3,250
Total interest incurred	$	6,279	$	5,476	$	18,568	$	15,550

As of February 23, 2025, the Company was in compliance with all financial covenants under the Term Loan Credit Facility and Revolving Credit Facility.

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


	Three months ended
	September 30, 2025		August 25, 2024
Expensed in statement of operations	6,384		5,383
Capitalized to property, plant and equipment	572		711
Total interest incurred	$	6,956	$	6,094

As of September 30, 2025, the Company was in compliance with all financial covenants under the Term Loan Credit Facility and Revolving Credit Facility.

Term Loan Credit Facility

On May 22, 2023, the Company entered into a Credit and Guaranty Agreement ~~with Alcon Research, LLC~~ (~~"Alcon," collectively~~ the “Term Loan Credit Facility”) with Alcon Research, LLC (“Alcon”). The Term Loan Credit Facility refinanced in full all obligations of the Company and ~~their~~its subsidiaries under its prior term loan credit facility. This facility has been amended ~~three~~from ~~times~~time to time, including for the purpose of (i) enhancing and clarifying certain reporting requirements; ~~and~~ (ii) ~~most~~providing ~~recently on November 26, 2024, to provide~~ limited waivers of potential events of default and ~~permit~~permitting the Company to retain cash proceeds from the recent sale of the isolator-filler (see note 6).; and (iii) most recently, on November 6, 2025, making certain changes to reporting requirements to correspond to the Fiscal Year Change and providing the Company with flexibility regarding the investment of excess cash and alignment on making certain third party payments.

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 the third anniversary of the closing date, following which interest is payable at a fixed rate of 3% per annum in cash with the remainder payable-in-kind. The Company may elect to pay any ~~amounts~~amount of interest in cash instead of in-kind. The obligations under the Term Loan Credit Facility mature on May 22, 2029.

Term loan principal generally cannot be repaid prior to the maturity date except as follows: (i) the Company is permitted to make voluntary prepayments beginning May 22, 2028 at a rate of 110%; (ii) Alcon or the Company can require prepayment upon a change in control at a rate of 115%; (iii) Alcon can require prepayment upon uncured material default of its supply agreement with the Company at a rate of 120%; (iv) sales of certain collateral assets, with specific exception, require the Company to prepay the term loans in the amount of proceeds received.

The Term Loan 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 Term Loan Credit Facility contains one financial covenant, a minimum liquidity covenant, requiring $4,~~000~~500 of Consolidated Liquidity (as defined in the Term Loan Credit Facility) as of ~~May 28, 2023 and as of~~ the end of ~~the~~each ~~first, second and third fiscal quarters of 2024 of the Company. During the fourth~~ quarter ~~of fiscal year 2024, the minimum liquidity covenant was increased to $4,500~~.

As of ~~February~~September 2330, 2025, 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. Pursuant to an intercreditor agreement between Alcon and BMO (as defined below), Alcon is generally entitled to a priority claim with respect to property, plant and equipment, intellectual property and all other collateral to which BMO does not have a priority claim, as described further below. The facility contains customary financial covenants and events of default under which the obligations thereunder could be accelerated and / or the interest rate increased in specified circumstances.

~~Revolving Credit Facility~~14

On December 31, 2020, the Company entered into a revolving credit agreement with BMO Harris Bank, N.A. ("BMO," collectively the "Revolving Credit Facility"). The Revolving Credit Facility has been amended nine times for the purpose of (i) providing limited waivers from historical events of default; (ii) as a result of discontinued operations, reducing the maximum committed amount to its current level of $40,000; (iii) creating an additional $2,500 borrowing tranche beyond the maximum committed amount that must be repaid prior to any other borrowings (the "FILO Tranche"); and (iv) most recently on November 26, 2024. extending the maturity date to November 26, 2027, reducing the applicable interest rates and making certain other changes to the financial and reporting covenants.

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~~The~~Revolving ~~Company~~Credit can make ordinary borrowings under the facility in an amount up to the lesser of (i) the maximum committed amount and (ii) a specified borrowing base calculated as of the end of each month. 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 February 23, 2025, the Company's borrowing base was $25,500, and the Company had no outstanding borrowings. These borrowings, when outstanding, bear interest based on an average daily SOFR rate plus a spread of 2.50% per annum for a total interest rate of 8.67% as of February 23, 2025. The facility also bears a commitment fee on unused availability of 0.375% per annum.Facility

AsOn ofDecember ~~February 23~~31, ~~2025~~2020, the Company entered into a revolving credit agreement with BMO Harris Bank, N.A. (“BMO,” collectively the “Revolving Credit Facility”). The Revolving Credit Facility has been amended from time to time, including for the purpose of (i) providing limited waivers from historical events of default; (ii) as a result of discontinued operations, reducing the maximum committed amount to its current level of $40,000; (iii) creating an additional $2,500 borrowing ~~under~~tranche, which was repaid in June 2025; (iv) extending the ~~FILO~~maturity ~~Tranche.~~date ~~This~~to ~~borrowing~~November ~~bears~~26, 2027, reducing the applicable interest atrates and making certain other changes to the ~~same~~financial ~~rate~~and asreporting ~~ordinary~~covenants; ~~borrowings~~and as(v) ~~described~~most ~~above~~recently, on November 6, 2025, making certain changes to reporting requirements to correspond to the Fiscal Year Change and providing the Company with flexibility regarding the investment of excess cash and alignment on making certain third party payments.

The ~~following~~Company ~~table~~can ~~presents~~borrow ~~average~~under ~~borrowings~~the facility in an amount up to the lesser of (i) the maximum committed amount and ~~interest~~(ii) ~~rates~~a ~~for~~specified borrowing base calculated as of the ~~periods~~end ~~presented:~~of each month. 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 September 30, 2025, the Company's borrowing base was $23,600, and the Company had no ordinary borrowings under this tranche. 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 unused availability of 0.375% per annum.

	Three months ended						Nine months ended
	February 23,2025			February 25,2024			February 23,2025			February 25,2024
Average borrowings	$	4,500		$	18,757		$	12,023		$	19,551
Weighted average interest rate	8.72		%	10.97		%	9.08		%	10.32		%

Average borrowings under the facility were not material for the three months ended September 30, 2025. For the three months ended August 25, 2024, average borrowings were $19,535 and the weighted average interest rate on those borrowings was 10.9%.

Borrowings are guaranteed and secured by substantially all of the Company’s consolidated assets. Pursuant to an intercreditor agreement between Alcon and BMO, BMO is generally entitled to a priority claim with respect to cash and cash equivalents, accounts receivable and inventory, subject to certain specific exclusions. The facility contains customary financial covenants and events of default under which the obligations thereunder could be accelerated and / or the interest rate increased in specified circumstances.

Leaseback liability with related party

On May 22, 2023, the Company entered into an equipment sale and leaseback transaction with Alcon. 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 ~~shall~~must automatically repurchase the equipment 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.

The lease contains terms and provisions that are generally customary for a commercial lease of this nature, including obligations relating to the use, operation and maintenance of the equipment. During the term of the lease, Alcon is not permitted to sell or encumber the equipment. Alcon is only entitled to cancel the lease in the event of insolvency, liquidation or bankruptcy; its remedies for other breaches of the lease are limited to monetary damages.

~~11. Equity~~15

Common stock

The Company is authorized to issue up to 75,000,000 shares of common stock, $0.001 par value. 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.

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10. Equity

Common stock

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.

On October 3, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain entities. Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 5,928,775 shares of its common stock (the “Shares”) for aggregate gross proceeds of approximately $24,300 (the “Offering”). The purchase price for each Share was $4.10. The Offering closed on October 3, 2024. The issuance costs of $467 were recorded as an offset to the Offering proceeds within additional paid-in capital. The issuance of these common shares triggered an anti-dilution provision of the Redeemable Convertible Preferred Stock, resulting in a $2,132 adjustment to loss attributable to common stockholders. This was determined by the additional 453,117 common shares the Preferred Stockholders could obtain upon conversion as of November 24, 2024, multiplied by the October 3, 2024 Lifecore closing stock price of $4.705 per share.

Redeemable Convertible Preferred Stock

On January 9, 2023, the Company issued 38,750 shares of Series A ~~Redeemable~~ Convertible Preferred Stock, par value $0.001 per share, that is in certain cases redeemable at the option of the holder as discussed further below (the “Redeemable Convertible Preferred Stock”). The Redeemable Convertible Preferred Stock is convertible into shares of Common Stock at the election of the holders of the Redeemable Convertible Preferred Stock. The Redeemable Convertible Preferred Stock ranks senior to the Common Stock with respect to dividends, distributions and payments on liquidation, winding-up and dissolution. The Company ~~recorded~~received ~~Redeemable Convertible Preferred Stock~~ 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.

Dividends

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 ~~February~~September 2330, 2025, there were $~~561~~874 of dividends in arrears that had not yet been paid-in-kind in the form of additional shares of Redeemable Convertible Preferred Stock, representing $12.50 per preferred share. As of ~~February~~September 2330, 2025 and May 2625, ~~2024~~2025, the aggregate liquidation preference of the Redeemable Convertible Preferred Stock was $4547,~~455~~466 and $4246,~~991~~308, respectively.

Conversion

Each holder has the right, any time at its option, to convert its Redeemable Convertible Preferred Stock, in whole or in part, into fully paid and non-assessable shares of Common Stock at an initial conversion price equal to $7.00 per share. The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events, and is also subject to adjustment in the event of subsequent offerings of Common Stock or convertible securities by the Company for less than the conversion price. The ~~conversion is also capped at a maximum of 6,056,284 as a result of an exchange listing rule (the "Exchange Cap"). The~~ issuance of 5,928,775 shares of Common Stock on October 3, 2024 triggered an adjustment to the conversion price to approximately $6.53 per share. In addition, in April 2025, the Company held a Special Meeting of Stockholders at which stockholders approved the removal of the 19.99% “exchange cap” on the issuance of Common Stock underlying the Redeemable Convertible Preferred Stock. As of ~~February~~September 2330, 2025, the Redeemable Convertible Preferred Stock ~~would~~was ~~have been~~ convertible into 67,~~875~~131,~~074~~888 shares of ~~common~~Common ~~stock if not for the Exchange Cap~~Stock.

~~The Company may also elect to convert the Redeemable Convertible Preferred Stock, subject to certain conditions, once the Company's closing stock price equals or exceeds $10.50 per share.~~16

Redemption

The Redeemable Convertible Preferred Stock is redeemable by the holders after June 29, 2026. Until such date, it is 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.

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The Company may also elect to convert the Redeemable Convertible Preferred Stock, subject to certain conditions, 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.

Redemption

Holders have the right to redeem the Redeemable Convertible Preferred Stock after the earlier of June 29, 2026 or the termination or waiver of the restriction on cash dividends and/or redemptions that is set forth in the Company’s credit agreements. In the event that any holders exercise this right to redeem a portion or all of their holdings, the redemption date would be 180 days after providing such notice to the Company. On such date the Company would be required to pay in cash an amount equal to the liquidation preference. If the Company is unable to 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% percent 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.

Voting

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. Each holder is entitled to the whole number of votes equal to the number of shares of Common Stock into which such holder’s shares of Redeemable Convertible Preferred Stock would be convertible on the record date for the vote. The holders of the Redeemable Convertible Preferred Stock are also entitled to elect two directors to serve on the Company's board of directors so long as at least 30% of the initial shares of Redeemable Convertible Preferred Stock remain outstanding.

Registration rights

The holders of the Redeemable Convertible Preferred Stock also entered into a registration rights agreement with the Company. This agreement required the Company to file an initial registration statement covering sufficient shares of Common Stock into which the Redeemable Convertible Preferred Stock may be converted, which the Company filed in 2023. The agreement contains monetary penalties if the Company fails to maintain the effectiveness of that registration statement. The agreement has no specified termination date and no specified maximum amount of penalties.

As of ~~February~~September 2330, 2025, the Company had accumulated $45,~~912~~199 of monetary penalties and interest under the registration rights agreement. The penalties accumulated because of delinquent filings of the Company’s annual and quarterly reports with the SEC, which caused the initial registration statement to cease to be effective. In October 2024, the Company completed the necessary SEC filings to regain the effectiveness of the registration statement. This caused monetary penalties to stop accruing. Meanwhile, interest continues to accrue on the penalty amount at a rate of 12% per annum until paid. Penalties are recorded in other income or expense, net, and interest is recorded in interest expense, ~~net,~~ on the consolidated statements of operations.

The Company initially paid $535 of these monetary penalties ~~during~~leaving ~~fiscal~~a ~~year~~remaining ~~2023.~~obligation ~~The accrual~~ for penalties and interest ~~was~~of $4,~~377~~664 as of ~~February~~September 2330, 2025, which is included in accrued expenses and other ~~accrued~~current liabilities (see note 7). In November 2025, the Company paid the remaining obligation in full.

~~12. Revenue recognition~~17

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11. Revenue recognition

The Company disaggregates its revenue based on how it markets its products and services and reviews results of operations. The following table disaggregates revenues by major product lines and services:

Three months ended

~~Nine months ended~~

February 23,2025

February 25,2024

February 23,2025

February 25,2024

September 30,2025

August 25,2024

CDMO

2021,~~789~~749

2220,~~306~~180

~~66,579~~

~~67,522~~

HA manufacturing

149,~~365~~360

134,~~398~~525

~~25,844~~

~~22,853~~

Total

3531,~~154~~109

3524,~~704~~705

~~92,423~~

~~90,375~~

The following table disaggregates revenues by the timing of revenue recognition:

Three months ended

~~Nine months ended~~

February 23,2025

February 25,2024

February 23,2025

February 25,2024

September 30,2025

August 25,2024

Revenues recognized over time

54,~~505~~533

75,~~022~~876

~~17,503~~

~~19,229~~

Revenues recognized at a point in time

2926,~~649~~576

2818,~~682~~829

~~74,920~~

~~71,146~~

Total

3531,~~154~~109

3524,~~704~~705

~~92,423~~

~~90,375~~

~~-21-~~During the three months ended September 30, 2025, the Company had revenue concentrations of 10% or greater from two customers, with those customers comprising 38% and 20% of revenue. During the three months ended August 25, 2024, the Company had revenue concentrations of 10% or greater from two customers, with those customers comprising 32% and 24% of revenue.

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During the three months ended February 23, 2025, the Company had revenues concentrations of 10% or greater from two customers, accounting for 54% and 18%. During the three months ended February 25, 2024, the Company had revenues concentrations of 10% or greater from two customers, accounting for 52% and 14%.

During the nine months ended February 23, 2025, the Company had revenues concentrations of 10% or greater from three customers, accounting for 43%, 20% and 11%. During the nine months ended February 25, 2024, the Company had revenues concentrations of 10% or greater from three customers, accounting for 40%, 19%, and 10%.

Contract assets primarily relate to the Company’s unconditional right to consideration for work completed but not billed at the reporting date. Contract liabilities primarily relate to payments received from customers in advance of performance under a contract.

The following table presents changes in contract assets and liabilities:

	Contract assets, current		Contract liabilities, current		Contract liabilities, noncurrent
Balance at May 26, 2024	$	4,069	$	(2,113)	$	(4,960)
Balance at June 30, 2025	$	9,025	$	(5,195)	$	(2,560)
Changes to the beginning balance arising from:
Changes to the comparative balance sheet amount arising from:
Amounts billed as accounts receivable as the result of rights to consideration becoming unconditional	(34,~~923~~965)		—		—
Recognition of revenue as the result of performance obligations satisfied	—		~~2,113~~412		—
Reclassification of scheduled satisfaction of performance obligations from noncurrent to current due to passage of time	—		—		~~918~~1,487
Net change to contract balances recognized after the beginning of the period due to amounts billed, recognition of revenue, changes in estimate, reclassifications from noncurrent to current, and interest from significant financing component	6,004		(2,565)		(377)
Net change to contract balances recognized after the comparative balance sheet date due to amounts billed, recognition of revenue, changes in estimate, reclassifications from noncurrent to current, and interest from significant financing component	325		(2,431)		(95)
Balance at February 23, 2025	$	6,150	$	(2,565)	$	(4,419)
Balance at September 30, 2025	$	4,385	$	(7,214)	$	(1,168)

~~13. Stock-based compensation~~18

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12. Stock-based compensation

The Company provides stock-based compensation to its employees under two plans:

•The 2019 Stock Incentive Plan became effective on October 16, 2019. This plan provides for the grant of stock options, stock grants, stock units and stock appreciation rights to employees, consultants and directors. 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 $120. As of ~~February~~September 2330, 2025, the Company had 12,~~547~~097,~~216~~452 common shares reserved for new awards under the ~~plan~~2019 Stock Incentive Plan.

•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 ~~February~~September 2330, 2025, the Company had ~~336~~167,~~374~~474 common shares reserved for new awards under the ~~plan~~Equity Inducement Plan.

The following table presents information about the fair value of stock-~~22-~~based awards:


	Stock options
	Three months ended
	September 30, 2025			August 25, 2024
Weighted-average grant date fair value per share	$	5.36		$	3.38
Weighted-average assumptions used to determine grant-date fair value:
Expected life	4.3 years			4.4 years
Risk-free interest rate	3.8		%	3.9		%
Volatility	88		%	82		%
Dividend yield	—		%	—		%

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


	Three months ended
	September 30, 2025		August 25, 2024
Weighted average grant-date fair value per share:
RSUs awarded	$	7.72	$	5.18

RSUs vested	5.94		8.54
PSUs vested	5.24		—

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~~Most~~The offollowing ~~the~~table ~~stock-based~~presents ~~compensation~~information ~~expense~~about arises from recent awards to our two principal executive officers under the Equity Inducement Plan. Those awards include (i) an RSU award, a small portion of which vested immediately with the remainder vesting on each of the first five anniversaries of the grant date; and (ii) PSU awards divided into ten equal tranches that will vest, if at all, based upon closing stock ~~price~~option ~~milestones~~balances ~~over a five-year performance period,~~ and to the extent a PSU award tranche vests based on 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.activity:

The Company uses the Black-Scholes option pricing model to calculate the grant date fair value of stock option awards. The use of an option pricing model requires the Company to make estimates and assumptions, including the expected stock price volatility, expected life of option awards and risk-free interest rate which have a significant impact on the fair value estimates.


	Shares	Weighted-average exercise price per share		Weighted-average remaining contractual term	Aggregate intrinsic value
Outstanding at June 30, 2025	1,249,680	$	8.48
Granted	59,575	8.01

Forfeited	(9,450)	7.15
Expired	(147,184)	10.42
Outstanding at September 30, 2025	1,152,621	8.22		5.0 years	$	465
Exercisable at September 30, 2025	448,178	10.46		2.8 years	15

The ~~following~~intrinsic values presented in the table ~~displays~~above ~~information~~were ~~about~~calculated ~~stock-based~~as ~~awards:~~the excess, if any, of the market price or closing price of the Company’s Common Stock over the exercise price of the options multiplied by the number of options exercised, outstanding or exercisable, as applicable.

	Nine months ended
	February 23,2025			February 25,2024
Weighted-average grant date fair value per share:
Stock options	$	3.18		$	3.91
RSUs and PSUs	4.39			8.25
Intrinsic value of stock options exercised	—			115
Fair value of RSUs and PSUs vested	$	5.88		$	7.74
Tax benefit of options exercised	—			35
Weighted-average assumptions to value stock option grants:
Expected life	4.4 years			4.4 years
Risk-free interest rate	4.0		%	4.3		%
Volatility	53		%	58		%
Dividend yield	—		%	—		%

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

A summary of the activity under the Company’s stock option plans as of February 23, 2025 and changes during the fiscal quarter then ended is presented below:


	RSUs			PSUs
	Shares	Weighted-average grant date fair value per share		Shares	Weighted-average grant date fair value per share
Outstanding at June 30, 2025	1,523,137	$	6.21	2,545,000	$	4.35
Granted	177,386	7.72		—	—
Vested	(313,766)	5.94		(262,000)	5.24
Forfeited	(9,275)	8.01		—	—
Outstanding at September 30, 2025	1,377,482	6.46		2,283,000	4.25

	Shares	Weighted-average exercise price per share		Weighted-average remaining contractual term	Aggregate intrinsic value (in thousands)
Outstanding at May 26, 2024	2,112,591	$	10.88
Granted	545,775	6.83
Forfeited	(75,676)	7.38
Expired	(1,164,335)	11.06
Outstanding at February 23, 2025	1,418,355	9.35		3.9 years	$	45
Exercisable at February 23, 2025	864,223	10.70		2.2 years	—

The intrinsic values presented in the table above were calculated as the excess, if any, of the market price or closing price of the Company’s common stock over the exercise price of the options multiplied by the number of options exercised, outstanding or exercisable, as applicable.

-23-

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RSUs are valued using the closing price of the Company’s common stock on their grant date and expensed ratably over the requisite vesting period of one to three years. All vesting is subject to continued service. Currently, the PSUs outstanding vest upon achievement of certain stock price hurdles and continued employment thereafter of our CEO and CFO. The PSUs have a five-year term and any unvested awards at the end of the term will be forfeited. PSUs subject to market conditions are valued using a Monte Carlo simulation model and expensed on an accelerated attribution basis over the derived service period. If the stock price hurdles are not met, expense is not reversed as long as the requisite service period has been met. A summary of the Company’s RSU award activity and PSU award activity as of February 23, 2025 and changes during the fiscal quarter then ended is presented below.

	RSUs			PSUs
	Shares	Weighted-average grant date fair value per share		Shares	Weighted-average grant date fair value per share
Outstanding at May 26, 2024	1,622,004	$	7.83	1,500,000	$	4.66
Granted	823,287	5.33		750,000	3.36
Vested	(651,547)	8.22		(75,000)	4.24
Forfeited	(261,894)	7.28		—	—
Outstanding at February 23, 2025	1,531,850	6.41		2,175,000	4.23

Stock-based compensation expense

~~The~~Substantially ~~following~~all ~~table~~of ~~summarizes~~the stock-based compensation byexpense ~~income~~is ~~statement~~in ~~line~~selling, ~~item:~~general and administrative expense for the periods presented. Most of the stock-based compensation expense arises from recent awards to the Company’s executive officers and other newly hired employees under the Equity Inducement Plan. Those awards include (i) RSUs that primarily vest on each of the first five anniversaries of the grant date; and (ii) PSU awards 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 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.

	Nine months ended
	February 23,2025		February 25,2024
Cost of product sales	$	431	$	549
Research and development expense	(123)		126
Selling, general and administrative expense	8,035		3,928
Stock-based compensation expense	$	8,343	$	4,603

As of September 30, 2025, there was $12,214 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 2.0 years.

~~As of February 23, 2025, there was $12,473 of total unrecognized compensation expense related to unvested equity compensation awards granted under the Lifecore incentive stock plans~~13. Income ~~This total expense is expected to be recognized over a weighted-average period of 2.1 years.~~taxes

14The effective tax rate was approximately negative 3% for the three months ended September 30, 2025 and less than 1% for the three months ended August 25, 2024. ~~Income~~ ~~taxes~~The effective tax rates were lower than the U.S. federal statutory tax rate in all periods primarily due to the Company’s valuation allowance on its deferred tax assets.

The effective tax rate was approximately 1% or less for all periods presented. The effective tax rates were lower than the U.S. federal statutory tax rate in all periods due to the Company’s valuation allowance on its deferred tax assets.20

-24-

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15The One, Big, Beautiful Bill Act was signed into law in July 2025 and contains significant tax law changes with various effective dates, including a permanent extension of the 21% flat corporate income tax rate which was previously set to expire after 2025. ~~Fair~~ ~~value~~The Company will be impacted by changes to the timing of ~~financial~~certain ~~instruments~~tax deductions including depreciation expense, research and development expenditures and interest expense. The new tax laws caused a one-time acceleration of various tax deductions which did not result in income due to the establishment of valuation allowances on all deferred tax assets. At the same time, that acceleration reduced deductions available to offset future deferred tax liabilities, resulting in a one-time estimated deferred tax expense of $255 for the three months ended September 30, 2025.

~~The~~14. Fair ~~following table presents the carrying~~ value ~~and fair value~~ of financial ~~liabilities:~~instruments

	February 23, 2025				May 26, 2024
	Carrying value		Fair value		Carrying value		Fair value
Term loan credit facility with related party	$	109,865	$	128,600	$	94,442	$	124,700
Debt derivative liability	23,900		23,900		25,400		25,400
Leaseback liability with related party	6,571		*		7,150		*
Contract liability, related party	4,971		*		4,703		*
Customer deposit	4,140		*		4,576		*

* Fair value approximates carrying value

All fair value measurements presented in the table above were level 3 measurements.

Cash and cash equivalents

Cash and cash equivalents represent cash in banks and highly liquid short-term investments that have maturities of three months or less when acquired. These highly liquid short-term investments are both readily convertible to known amounts of cash and so near to their maturity that they present insignificant risk of changes in value due to changes in interest rates. All of our cash is deposited in the United States with a single financial institution, almost all of which exceeds amounts covered by Federal Deposit Insurance Corporation.

Term Loan Credit Facility and debt derivative liability

The Term Loan Credit Facility ~~(as defined in note 10)~~ contains various features that meet the definition of an embedded derivative and require bifurcation. These features, which were necessary for the Company to accept in order for Alcon to agree to provide the term loan financing, comprise three options for early prepayment of the term loans at stated premiums above par inif ~~the event of~~ certain future ~~scenarios~~events ~~occurring~~were to occur, as described more fully in note 109. These embedded derivatives were initially recorded at fair value as a noncurrent liability (“debt derivative liability”) offset by a discount to the carrying value of the Term Loan Credit Facility that is being amortized to interest expense over the term of that facility. The debt derivative liability is being subsequently remeasured at fair value every reporting period with changes in fair value recognized as a component of other expense, net.

The disclosed fair value of the term loan and the recorded fair value of the debt derivative liability isare estimated using a discounted cash flow ~~model~~method (a level 3 measurement) that includes annually weighted probabilities that certain call and put premiums ~~contained in the Term Loan Credit Facility~~ are exercised upon qualifying events of default or changes in control. As of September 30, 2025, the fair value of the term loan, excluding the value of the embedded debt derivative liability, was $142,700 with a carrying value of $124,045; the fair value of the debt derivative liability was $25,491, which was the same as its carrying value. As of May 25, 2025, the fair value of the term loan, excluding the value of the embedded debt derivative liability, was $132,100 with a carrying value of $115,594; the fair value of the debt derivative liability was $24,991, which was the same as its carrying value.

The ~~key inputs to the valuation model are (i) the probability and timing of a change in control event occurring over the remaining term of the~~ debt; ~~and~~derivative ~~(ii)~~liability ~~the~~is ~~discount~~currently ~~rate for~~ the ~~valuation~~only offinancial ~~that~~instrument ~~scenario,~~recorded ~~which~~at can be influenced by changes in the risk-free rate and the credit spread, which in turn can be influenced by the Company's credit rating as well as changes in the credit market. Factors that can affect the estimate of fair value aton ~~each reporting date, and therefore the amount of gain or loss recorded for~~ a ~~particular~~recurring ~~period,~~basis ~~include imprecision~~ in ~~estimating unobservable market inputs and~~ the ~~selection~~accompanying ofbalance ~~particular methodologies and assumptions used to determine the fair value~~sheets. ~~During~~The ~~the~~following ~~second~~table ~~quarter~~presents ofinformation ~~2025,~~about wethose ~~adjusted certain key assumptions by increasing the probability of a 2028 change in control and lowering the discount rate due to an improvement in the Company's credit rating.~~measurements:

-25-

Type of measurement

Measurement date

Type of measurement

Level 1

Level 2

Level 3

Liabilities

Debt derivative liability

Recurring

September 30, 2025

—

25,491

Debt derivative liability

Recurring

May 25, 2025

—

24,991

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~~Revolving~~The ~~Credit~~following ~~Facility~~table presents the rollforward reconciliation of this Level 3 recurring fair value measurement:

Outstanding borrowings under the Company's Revolving Credit Facility are carried at cost, which approximates their fair value as of February 23, 2025 and May 26, 2024, due to their short duration and variable rates of interest.


	Three months ended
	September 30, 2025		August 25, 2024
Balance at beginning of period	$	25,116	$	25,400
Change in fair value	375		(900)
Balance at end of period	$	25,491	$	24,500

~~Contract~~The ~~liability~~key ~~with~~inputs ~~related~~to ~~party~~the valuation model are (i) the probability and ~~customer~~timing ~~deposit~~of a change in control event occurring over the remaining term of the debt; and (ii) the discount rate, which can be influenced by changes in the risk-free rate, the Company's credit rating and/or as changes in the overall credit market. Factors that can affect the estimate of fair value at each reporting date, and therefore the amount of gain or loss recorded for a particular period, include imprecision in estimating unobservable market inputs and the selection of particular methodologies and assumptions used to determine the fair value.

~~Alcon,~~During ~~a related party, and another significant customer of~~ the ~~Company~~three ~~each~~months ~~agreed~~ended toAugust ~~provide~~25, ~~upfront~~2024, ~~deposits~~there ~~due~~was ~~back after~~ a ~~certain~~decrease ~~number of years~~ in ~~order~~discount torates ~~finance~~that lowered the ~~initial~~fair ~~working~~value ~~capital requirements~~ of ~~their~~the ~~amended~~debt ~~commercial~~derivative ~~supply agreements~~liability. ~~Management~~During ~~determined that~~ the ~~Alcon~~three ~~deposit~~months ~~represents~~ended aSeptember ~~noncurrent~~30, ~~contract~~2025, ~~liability~~the ~~that~~passage ~~includes~~of atime ~~significant~~slightly ~~financing~~increased ~~component while~~ the ~~other deposit represents an ordinary noncurrent liability. The deposits were initially recorded at~~ fair value, ~~and~~of the ~~resulting~~debt ~~discounts~~derivative ~~are being amortized to interest expense through the contractual repayment date~~liability.

Key inputs used to develop the fair value measurement were as follows:


	September 30, 2025		May 25, 2025
Probability of change in control event	80.0	%	80.0	%
Weighted average discount rate	17.8	%	18.4	%

The weighted average discount rate was calculated based on the individual discount rate used for each future payment and weighted by both the present value of the future payments and the probability of each scenario.

Cash and Revolving Credit Facility

Outstanding cash and outstanding borrowings under the Company's Revolving Credit Facility are carried at cost, which approximates fair value due to their short duration and variable rates of interest (a level 2 measurement).

Leaseback liability with related party

As discussed further in note 9, the Company maintains a financial liability for an equipment sale and leaseback with Alcon for which control of the asset was deemed not to have transferred.

In accordance with U.S. GAAP, the Company presents supplemental fair value information based on market conditions of the underlying financial instrument. 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 5.2% and 5.8% as of September 30, 2025 and May 25, 2025, respectively. As of September 30, 2025 and May 25, 2025, the fair value of the leaseback liability approximated its carrying value.

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Customer deposit

A significant customer of the Company agreed to provide an upfront cash deposit in order to finance working capital requirements for the duration of its commercial supply agreement with us. The deposit bears no interest and matures upon termination of the commercial supply agreement, which can be extended indefinitely upon mutual agreement of the parties, and was most recently extended in March 2024 for a period of 1.75 years to December 31, 2026.

In accordance with U.S. GAAP, the Company presents supplemental fair value information based on market conditions of the underlying financial instrument. 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 6.6% as of September 30, 2025 and May 25, 2025, respectively. The fair value assumes repayment in 1.3 years and 1.6 years as of September 30, 2025 and May 25, 2025, respectively, which was the remaining contractual term of the agreement as of each measurement date. As of September 30, 2025 and May 25, 2025, the fair value of the deposit approximated its carrying value.

Conversion ratio improvement provided to preferred stockholders

During the three months ended November 24, 2024, wethe Company performed a non-recurring fair value measurement to record the value of a conversion ratio improvement provided to preferred stockholders as a result of the October 3, 2024 Securities Purchase Agreement referenced in note 1110. The fair value of the conversion feature was recorded as $2,132 adjustment to loss attributable to common stockholders. The fair value was calculated using an as-converted method based on the contractual conversion ratio of the preferred shares and the closing price of ~~our~~Common ~~common stock~~Stock, a level 1 measurement.

The following table summarizes the fair value of the Company’s balance sheet components that are measured at fair value on a recurring and non-recurring basis:

Type of measurement

Measurement date

Type of measurement

Level 1

Level 2

Level 3

Liabilities

Debt derivative liability

Recurring

February 23, 2025

—

23,900

Debt derivative liability

Recurring

May 26, 2024

—

25,400

Key inputs used to develop the discount rate for the fair value measurements at the balance sheet dates were as follows:

	February 23,2025		May 26,2024
Probability of change in control event	80	%	80	%
Weighted average discount rate	18.0	%	21.4	%

~~-26-~~15. Leases

Substantially all current lease activity comes from two active facilities near the Company’s owned headquarters facility in Chaska, Minnesota. Additionally, an operating lease liability for the abandoned headquarters of the Curation Foods business in Santa Maria, California was settled with the landlord in the March 2025 for a gain of $2,642. None of the Company’s other leases are material to the periods presented.

Operating lease assets are included in other assets and operating lease liabilities are presented in accrued expenses and other current liabilities and other liabilities on the consolidated balance sheets. Finance lease assets are included in property, plant and equipment and finance lease liabilities are classified as debt.

In January 2016, a lease commenced for the Company’s warehouse and final packaging building in Chaska, Minnesota. 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 buyout option equal to the balance of the lessor’s mortgage loan, valued at $3,100 as of September 30, 2025; and (iii) to provide a $2,400 cash payment to the Company in October 2024 in exchange for an increased rent payment schedule and an updated purchase option. The lease is classified as a finance lease and has a discount rate of 9%, which was the Company’s incremental borrowing rate at the time of the most recent amendment to the lease in August 2024.

In January 2021, a lease commenced for the Company’s warehouse and office space in Chanhassen, Minnesota. The lease term extends through March 2033. The lease is classified as an operating lease and has a discount rate of 3%, which was the Company’s incremental borrowing rate at lease inception.

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The following table reflects the roll forward reconciliation of Level 3 recurring fair value measurements:

	Three months ended				Nine months ended
	February 23,2025		February 25,2024		February 23,2025		February 25,2024
Balance at beginning of period	$	23,300	$	44,000	25,400		$	64,900
Change in fair value	600		(21,000)		(1,500)		(41,900)
Balance at end of period	$	23,900	$	23,000	$	23,900	$	23,000

(1) For the three and nine months ended February 23, 2025 and February 25, 2024, the decreases in fair value are recorded in the “Change in fair value of debt derivative liability, related party” line within the condensed consolidated statement of operations.

16. Leases

Operating lease right-of-use assets and liabilities are classified as standalone captions on the consolidated balance sheets, finance lease assets are classified as property, plant and equipment, and finance lease liabilities are classified as debt.

The components of lease cost were as follows:

	Nine months ended
	Three months ended
	February 23,2025			February 25,2024
	September 30, 2025			August 25, 2024
Finance lease cost:
Amortization of leased assets	$	~~120~~40		$	~~101~~36
Interest on lease liabilities	~~324~~130			~~280~~91
Operating lease cost	~~253~~74			~~260~~74
Variable lease cost	—			306
Total lease cost	$	244		$	201
Sublease income	—			(148)
Total lease cost	$	697		$	799
Weighted-average remaining lease term:
Operating leases	7.9 years			8.5 years
Finance leases	9.5 years			3.7 years
Weighted-average discount rate:
Operating leases	3.02		%	3.04		%
Finance leases	8.91		%	11.10		%

AsThe ~~most of the leases do not provide an implicit rate, the~~ Company’s ~~determines~~maturity ~~its~~analysis ~~incremental~~of ~~borrowing rate based on information available at the lease commencement date. The relatively lower discount rates for~~ operating ~~leases reflect favorable market rates of interest~~ and ~~company~~finance ~~credit ratings in 2020 when the largest operating~~ lease ~~for~~liabilities ~~its Chanhassen, Minnesota lease commenced (~~as ~~described further below). Likewise, the relatively higher discount rates for finance leases reflect the less favorable market rates~~ of ~~interest and company credit ratings in 2024 when the largest finance lease for its Chaska~~September 30, ~~Minnesota~~2025 ~~lease~~are ~~commenced (~~as ~~described further below).~~follows:

-27-


	Operating leases		Finance leases
Remainder of 2025	$	102	$	169
2026	$	410	$	691
2027	414		707
2028	144		725
2029	148		729
2030	153		724
Thereafter	347		5,975
Total lease payments	1,718		9,720
Less: interest	(136)		(3,806)
Present value of lease liabilities	$	1,582	$	5,914
Classification on consolidated balance sheet:
Accrued expenses and other current liabilities (see note 7)	$	368	$	174
Debt, net of current portion	—		5,740
Other liabilities	1,214		—
Present value of lease liabilities	$	1,582	$	5,914

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The Company’s leases have original lease periods ending through 2033. The Company’s maturity analysis of operating and finance lease liabilities as of February 23, 2025 are as follows:

	Operatingleases		Financeleases
Remainder of fiscal year 2025	$	3,685	$	170
Fiscal year:
2026	433		682
2027	416		698
2028	302		715
2029	146		732
2030	150		722
Thereafter	436		6,396
Total lease payments	5,568		10,115
Less: interest	(166)		(4,112)
Present value of lease liabilities	$	5,402	$	6,003
Current portion	$	3,966	$	157
Noncurrent portion	1,436		5,846
Present value of lease liabilities	$	5,402	$	6,003

Most of the amount shown above as due during the remainder of 2025 relates to overdue payments for a leased facility in California. The Company anticipates settling these obligations in the fourth quarter of fiscal 2025. See section entitled "Landlord complaints" in note 9 and note 18 for additional details.

Supplemental cash flow information related to leases are as follows:

	Nine months ended
	Three months ended
	February 23,2025		February 25,2024
	September 30, 2025		August 25, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	~~334~~102	$	~~644~~101
Operating cash flows from finance leases	~~311~~130		~~288~~91
Financing cash flows from finance leases	~~(2,267)~~39		8640
Lease liabilities arising from obtaining right-of-use assets:
Finance leases	2,737		—

~~-28-~~24

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~~Finance~~16. Related ~~leases~~party transactions

InAlcon ~~September~~has ~~2015,~~been ~~Lifecore executed a lease for a building in Chaska, Minnesota near its headquarters facility. Lifecore~~ and ~~the~~continues ~~lessor made capital improvements prior~~ to ~~occupancy~~be ~~and~~one ~~thus~~of the ~~lease~~Company's ~~did~~largest ~~not~~customers, ~~become~~comprising ~~effective~~38% ~~until January 2016. Lifecore is currently using the building for warehousing~~ and ~~final~~32% ~~packaging. The initial term~~ of ~~the~~its ~~lease~~revenues ~~was seven years with two five-year renewal options. In December 2022, Lifecore exercised one of the options to renew the lease~~ for ~~an additional five years, which extended~~ the ~~lease~~three tomonths ~~December~~ended 31September 30, ~~2027.~~2025 ~~That~~and lease amendment contained a buyout option at any time during the renewal period with the purchase price equal to the mortgage balance on the lessor’s loan secured by the building. The finance lease obligation at May 26August 25, 2024 ~~assumed the buyout option would be exercised during fiscal year 2028~~, ~~which was estimated to be $2,568~~respectively. On ~~August~~May 922, ~~2024~~2023, ~~Lifecore~~Alcon ~~amended~~entered ~~this~~into ~~lease~~the toTerm ~~provide~~Loan ~~for~~Credit aFacility ~~$2,400~~with ~~cash payment to~~ the Company inas ~~exchange~~described ~~for~~in anote ~~revised rent payment schedule and an updated purchase option~~9. This ~~cash~~relationship ~~payment~~as ~~was~~the ~~received~~Company's inlargest ~~October 2024~~creditor, ~~which~~combined ~~made~~with ~~the~~its ~~amendment~~position ~~fully~~as ~~effective,~~one ~~and~~of ~~increased~~ the ~~future~~Company's ~~lease~~largest ~~payments by $2~~customers,~~637.~~ ~~The~~caused ~~amendment~~management ~~extended the lease term~~ to ~~September~~conclude ~~30,~~that ~~2034,~~Alcon ~~and~~has the ~~future~~ability ~~payment~~to ~~obligations~~exert ~~were~~significant ~~discounted~~influence atover the Company’s ~~incremental~~and ~~borrowing~~therefore ~~rate~~meets ~~of 9%. The finance lease obligation at February 23, 2025 assumed~~ the ~~amended~~definition ~~buyout~~of ~~option~~a ~~would~~related beparty ~~exercised~~beginning onin ~~September~~May ~~30, 2034, which is estimated to be $3,100~~2023.

~~The~~Alcon’s ~~only~~transactions ~~other~~with ~~finance~~the ~~lease~~Company ~~that~~are ~~Lifecore~~as ~~has relates to a truck that was executed during fiscal year 2024. The truck lease runs for six years and had an initial capitalized amount of $196.~~follows:

~~Operating~~•Customary ~~leases~~current financial positions for a customer of Alcon's size, including accounts receivable, contract liabilities and revenue, each as presented in the consolidated balance sheets and statements of operations and the notes thereto. Alcon has provided the Company guaranteed contractual minimum purchasing commitments through 2031, and the Company is required to maintain certain manufacturing capacity levels through 2033;

~~Lifecore~~•Cash ~~leases~~advances ~~facilities~~Alcon ~~and~~provided ~~equipment~~to ~~under~~the ~~operating~~Company lease agreements with various terms and conditions, which expire at various dates through fiscal year 2033. Certain of these leases have renewal options. The only active operating real estate lease relates to apurchase ~~building in Chanhassen, Minnesota containing a warehouse~~ and ~~office~~install ~~space.~~Alcon-owned ~~The~~equipment ~~lease commenced~~ on ~~January 1, 2021 with an initial term of seven years and two months, plus an option to extend it for an additional five years. The extension period was included in~~ the ~~lease~~Company's ~~obligation~~premises attotaling ~~inception since it was reasonably certain to be exercised. Prior to occupancy,~~ $~~1,922~~307 inat improvements were made to the building, which was funded by the lessor. Lifecore is reimbursing the lessor for costs over 84 months. The future lease payments under this lease, which extend through 2033, total $1,956 as of FebruaryMay 2325, 2025.;

An•A ~~operating~~significant ~~lease~~individual ~~for~~prepayment ~~the~~that ~~Curation~~Alcon ~~Foods~~made ~~former~~to ~~headquarters~~the ~~located~~Company in ~~Santa~~May ~~Maria~~2024 of $5,500. ~~California~~The prepayment was ~~terminated~~accounted infor ~~December~~as ~~2023.~~a ~~The~~contract ~~property~~liability, ~~was~~initially ~~vacated~~recorded ~~and~~at ~~surrendered~~present value due to the ~~lessor~~existence onof ~~February~~a 29significant financing component, ~~2024~~and now being accreted to its settlement value via charges to interest expense, related party. This contract liability will be settled beginning January 2026 by issuing twelve monthly credit memos to Alcon totaling $5,500. The contract liability is classified on the balance sheet as a current portion of $4,131 and a noncurrent portion of $1,058, which is included in other liabilities on the balance sheet;

~~The~~•Proceeds ~~only~~of ~~other~~$142,270 ~~Lifecore~~from ~~operating~~term ~~leases~~loans ~~relate~~issued toin ~~printer/copiers,~~May ~~with~~2023 ~~terms~~that ~~ranging~~were ~~from~~used 36 to 60repay ~~months~~prior borrowings. The ~~future~~term ~~lease~~loan ~~payments~~principal ~~under~~plus ~~these~~accrued ~~leases,~~interest ~~which~~has ~~extend~~grown ~~through~~to ~~March 2027~~$179,562 ~~totaled~~through ~~$39~~September 30, 2025 as a result of ~~February 23,~~10% ~~2025~~interest paid-in-kind. See note 9 for additional information; and

17•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. ~~Related~~ ~~party~~Payments ~~transactions~~to Alcon under the lease were $286 and $301 for the three months ended September 30, 2025 and August 25, 2024. See note 9 for additional information.

~~Alcon~~•Interest ~~has~~expense ~~been~~incurred ~~and~~from ~~continues~~the toAlcon beborrowings ~~one~~noted ofabove ~~the~~was ~~Company's~~$5,833 ~~largest~~and ~~customers~~$4,400 ~~comprising 43% of its revenues~~ for the ~~nine~~three months ended ~~February~~September 2330, 2025. Onand ~~May 22~~August 25, ~~2023~~2024, ~~Alcon~~respectively. ~~entered~~Included ~~into the Term Loan Credit Facility with the Company as described~~ in ~~note~~those ~~10.~~amounts ~~This~~was ~~new~~non-cash ~~relationship~~interest asexpense ~~the~~of ~~Company's largest creditor~~$5,740 ~~combined~~and ~~with its existing position as one of the Company's largest customers~~$4,296 ~~caused~~for ~~management to conclude that Alcon has~~ the ~~ability~~three tomonths ~~exert~~ended ~~significant~~September 30, ~~influence~~2025 ~~over~~and ~~the~~August 25, ~~Company. Accordingly~~2024, ~~management designated Alcon as a related party beginning in May 2023~~respectively.

~~The~~Item ~~following~~2. Management’s ~~list~~discussion ~~summarizes~~and ~~Alcon's~~analysis ~~transactions~~of ~~with~~financial ~~the~~condition ~~Company:~~and results of operations

~~•Customary~~The ~~current~~following discussion should be read in conjunction with the unaudited consolidated financial ~~positions~~statements ~~for~~and aaccompanying ~~customer~~notes ofincluded ~~Alcon's~~in ~~size~~Part I, ~~including~~Item ~~accounts receivable~~1, ~~contract~~of ~~liabilities~~this ~~and~~Quarterly ~~revenue,~~Report ~~each~~on asForm ~~presented~~10-Q inand the audited consolidated ~~balance~~financial ~~sheets~~statements and ~~statements~~accompanying ofnotes ~~operations.~~and ~~Alcon~~Management’s ~~has~~Discussion ~~provided~~and ~~the~~Analysis ~~Company~~of ~~guaranteed~~Financial ~~contractual~~Condition ~~minimum~~and ~~purchasing~~Results ~~commitments,~~of ~~and~~Operations included in the Company’s isAnnual ~~required~~Report toon ~~maintain~~Form ~~certain~~10-K ~~manufacturing~~for ~~capacity~~the ~~levels~~fiscal year ended May 25, ~~each~~2025 ~~through~~(the ~~2031;~~“2025 Annual Report”).

~~-29-~~25

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~~•Cash~~This ~~advances~~Quarterly ~~Alcon~~Report ~~provided~~on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results that are subject to the ~~Company~~safe toharbor ~~purchase~~created under the Private Securities Litigation Reform Act of 1995 and ~~install~~other ~~Alcon-owned~~safe ~~equipment~~harbors onunder the ~~Company's~~Securities ~~premises~~Act ~~totaling~~of ~~$465~~1933, as amended, and $1the Exchange Act. Words such as “anticipate,~~207~~” at“estimate,” ~~February 23~~“expect,” ~~2025~~“project,” ~~and~~“aim,” ~~May 26~~“designed to,” ~~2024~~“plan,” ~~respectively;~~“intend,” “believe,” “may,” “might,” “will,” “should,” “can have,” “likely” and similar expressions are used to identify forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Potential risks and uncertainties include, without limitation:

•Athe ~~significant~~timing ~~noncurrent~~and ~~contract~~amount ~~liability~~ of $4future expenses,~~053~~ ~~and~~revenue, ~~current~~cash ~~contract~~flow ~~liability~~and ofcapital ~~$918~~requirements, ~~representing~~and atiming ~~prepayment~~and ~~Alcon~~availability ~~made to the Company in the fourth quarter~~ of ~~fiscal~~and ~~2024 of $5,500 that was initially recorded at present value due to~~ the ~~existence~~need of a significant financing component. This contract liability will be settled beginning January 2026 by issuing twelve monthly credit memos to Alcon totaling $5,500. The contract liability is being accreted to its settlement value via charges to interest expense, related party. See note 15 for additional ~~information~~financing;

•~~Proceeds~~our ofability ~~$142,270 used~~ to ~~payoff~~maintain ~~prior~~or ~~borrowings~~expand ~~from~~our ~~term~~relationships ~~loans~~with ~~issued~~our incurrent ~~May 2023. The term loan principal plus accrued interest has grown to $169~~customers,~~287~~ ~~through~~including ~~February 23,~~the ~~2025~~impact asof achanges ~~result~~in ofconsumer ~~10%~~demand ~~interest~~for ~~paid-in-kind.~~the ~~See~~products ~~note~~we 10manufacture for ~~additional~~our ~~information~~customers; ~~and~~

•~~Alcon~~our ~~purchased~~ability ~~equipment in May 2023 for $7,730 that it is leasing back~~ to ~~the~~grow ~~Company in exchange for quarterly payments over a ten-year period. Payments to Alcon under the lease were $295~~ and ~~$306~~diversify ~~for~~our ~~the~~business ~~three-month~~with ~~periods~~new ~~ended February 23~~customers, ~~2025~~including ~~and~~the ~~February 25,~~potential ~~2024,~~loss ~~respectively,~~of ~~and~~development ~~$893~~customers ~~and~~if ~~$667~~they ~~for~~do ~~the~~not ~~respective~~receive ~~nine-month~~required ~~periods~~funding ~~then~~or ~~ended.~~regulatory ~~See~~approvals ~~note~~or 10 for ~~additional~~other ~~information.~~reasons;

~~18. Subsequent~~•our ~~events~~ability to comply with covenants under our credit agreements and to pay required interest and principal payments when due;

On•our ~~March~~ability ~~24, 2025, the Company agreed~~ to ~~resolve~~raise aadditional ~~historical~~capital ~~lease~~for ~~obligation~~ongoing ofneeds, ~~the~~including ~~Curation~~through ~~Foods~~equity ~~business~~financing, ~~that~~debt isfinancing, ~~expected to result in a gain of $2~~collaborations,~~455~~ ~~during~~strategic ~~the~~alliances ~~fourth~~or ~~quarter~~licensing ~~of fiscal year 2025.~~arrangements;

~~-30-~~•the impact of macroeconomic events or circumstances on our operations and financial performance, including inflation, tariffs, interest rates, social unrest and global instability;

•the performance of our third-party suppliers;

•pharmaceutical industry market forces that may impact our customers’ success and continued demand for the products we produce for those customers;

•our ability to recruit or retain key scientific, technical, business development, and management personnel and our executive officers;

•our ability to comply with stringent U.S. and foreign government regulation in the manufacture of pharmaceutical products, including current Good Manufacturing Practice, or cGMP; and

•the outcome and cost of existing and any new litigation or regulatory proceedings.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Accordingly, our actual results could differ materially from those projected in the forward-looking statements for many reasons, including the risk factors referenced in Item 1A. “Risk Factors” of this report.

All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this report, the 2025 Annual Report, and hereafter in our other SEC filings and public communications.

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Item 2. Management’s discussion and analysis of financial condition and results of operations

(all dollar values are in thousands, unless otherwise noted)

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes included in Part I, Item 1, of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2024 (the “2024 Annual Report”).

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results that are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995 and other safe harbors under the Securities Act of 1933, as amended, and the Exchange Act. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “might,” “will,” “should,” “can have,” “likely” and similar expressions are used to identify forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Potential risks and uncertainties include, without limitation, the timing and expenses associated with operations, government regulations affecting our business, the timing of regulatory approvals, the Company’s ability to successfully enact its business strategies, including with respect to installation, capacity generation and its ability to attract demand for its services, its ability expand its relationship with its existing customers or attract new customers, the impact of inflation on the Company’s business and financial condition, indications of a change in the market cycles in the CDMO market; changes in business conditions and general economic conditions both domestically and globally, including rising interest rates, fluctuation in foreign currency exchange rates, access to capital, and tariffs and global trade tensions, and those other risks mentioned in this report and the 2024 Annual Report.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Accordingly, our actual results could differ materially from those projected in the forward-looking statements for many reasons, including the risk factors listed in Item 1A. “Risk Factors” of this report and in the 2024 Annual Report.

All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this report, the 2024 Annual Report, and hereafter in our other SEC filings and public communications.

You should evaluate all forward-looking statements made by us in the context of all risks and uncertainties described with respect to our business. We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. Furthermore, the forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

~~-31-~~Overview

Lifecore is a fully integrated CDMO that offers highly differentiated clinical and commercial capabilities in the development, cGMP manufacturing and aseptic filling of complex formulations and highly viscous sterile injectable pharmaceutical drug or medical device products in syringes, vials and cartridges, across a wide variety of modalities. We manufacture hyaluronic acid (“HA”) in bulk form as well as for use in formulated and filled syringes and vials for our customers’ injectable products used in treating a broad spectrum of medical conditions and procedures, including ophthalmic and orthopedic applications. We also offer product development service capabilities to our customers that include analytical method development and validation, formulation development, sterile filtration, process scale-up, pilot studies, stability studies, process validation and production of materials for clinical studies.

Lifecore continues to make impactful improvements to operations, resulting in reduced operational expenses and improved productivity. Through active management and targeted initiatives, the Company has improved workforce productivity by more than 20% over approximately the past year. This achievement reflects the performance-driven culture at Lifecore and underscores the Company’s commitment to continuous improvement. Lifecore plans to further maximize efficiencies and productivity via aggressive procurement and operational strategies. The Company believes that a key catalyst in this effort will be the launch of its new enterprise resource planning (“ERP”) system, which is expected to go live in Q1 2026. Lifecore expects this system to strengthen inventory control, support sharper financial management, and help reduce costs as the company grows. To further advance the Company’s efficiency objectives, Lifecore recently hired a seasoned industry executive in the role of head of business transformation. This newly created position will champion the Company’s efforts to improve its cost structure, to drive productivity, and gain efficiencies.

On August 1, 2025, the Company’s Board of Directors approved a change in the Company’s fiscal year that ends on the last Sunday of May to a fiscal year that corresponds with the calendar year, ending on December 31, effective for the fiscal year beginning May 26, 2025 and ending December 31, 2025. The Fiscal Year Change is applied on a prospective basis and does not adjust operating results for prior periods.

As a result of the Fiscal Year Change, commencing with this Quarterly Report on Form 10-Q, the Company will be filing Quarterly Reports on Form 10-Q covering quarterly periods on a calendar year basis. Also as a result of the Fiscal Year Change, the Company will file a Form 10-KT covering the “transition period” beginning May 26, 2025 and ending December 31, 2025, which will include separate reporting of the approximately one-month period from May 26 to June 30, 2025. For periodic reports covering periods through and including June 30, 2026 (including this Quarterly Report on Form 10-Q), the Company will select comparative financial information in accordance with SEC rules that are applicable to the Fiscal Year Change. Specifically, for balance sheet information, the Company will present information from the latest audited date, which for this Quarterly Report on Form 10-Q is May 25, 2025; and for period-based information, the Company will present the most closely-comparable previously reported three-month period, which for this Quarterly Report on Form 10-Q is the three months ended August 25, 2024. This comparative information is selected to provide meaningful context for evaluating the Company’s performance through and including June 30, 2026. 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. Accordingly, readers should consider the differences in calendar timing when comparing results between periods.

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The discussion and analysis that follows focuses on the Company’s financial condition, results of operations, and cash flows for the calendar quarter ended September 30, 2025, compared to the three-month period ended August 25, 2024. Where applicable, management has highlighted material variances and provided commentary on key drivers of performance, including the impact of the fiscal year change.

~~The~~Financial Company is a fully integrated contract development and manufacturing organization (“CDMO”) that offers highly differentiated capabilities in the development, fill and finish of complex sterile injectable pharmaceutical products in syringes, vials, and cartridges under contract for product sponsors, along with producing premium, injectable grade sodium hyaluronate (“HA”) for use as an active pharmaceutical ingredient (“API”). Lifecore uses its experience in handling of viscous, complex products to be a technical leader in contract development services to create a manufacturable, scalable and compliant production process for many types of medicinal products. These services include activities such as formulation technology development, material component definition, analytical method development, filling optimization, packaging design, stability studies, process validation, clinical production and ultimately production of commercially approved products. The Company has more than 40 years of expertise as a partner for global and emerging biopharmaceutical and biotechnology companies across multiple therapeutic categories to bring their innovations to market.overview

InLifecore ~~May~~generates ~~2025,~~revenues ~~the~~from ~~United~~two ~~States~~activities ~~Food~~within ~~and~~a ~~Drug~~single, ~~Administration~~integrated ~~(“FDA”)~~segment: ~~completed~~CDMO aand ~~general~~HA ~~drug~~manufacturing. ~~product~~CDMO ~~good~~includes ~~manufacturing~~aseptic ~~practices,~~formulation orand ~~“GMP~~filling of syringes,” ~~inspection~~vials ofand ~~Lifecore~~cartridges ~~Biomedical.~~for ~~Lifecore~~injectable ~~has~~products ~~provided~~used anfor ~~initial~~medical ~~response~~purposes and product development services to ~~the~~assist ~~FDA’s~~its ~~Form~~customers ~~483~~in ~~observations~~obtaining ~~within~~regulatory approval for the ~~expected~~commercial ~~fifteen~~sale ~~calendar~~of ~~day~~their ~~timeframe~~device ~~and~~or ~~anticipates~~drug ~~receiving~~product. ~~the~~HA ~~FDA’s~~manufacturing ~~response~~includes the production and ~~resolving~~sale ~~the~~of ~~inspection~~pharmaceutical-grade, ~~findings~~non-animal-sourced ~~during~~HA ~~the~~using ~~fourth~~our ~~quarter~~proprietary, offermentation-based ~~fiscal~~HA ~~2025~~process in bulk form.

~~Built~~The ~~over~~following ~~many~~costs ~~years~~are included in cost of ~~experience,~~goods ~~Lifecore~~sold: ~~separates~~raw ~~itself~~materials ~~from~~(including ~~its~~packaging, ~~competition~~syringes, ~~based~~fermentation onsupplies ~~its~~and ~~five~~purification ~~areas~~supplies), ofdirect ~~expertise~~labor, overhead (including ~~but~~indirect ~~not~~labor, ~~limited~~depreciation, toand ~~Lifecore’s~~facility-related ~~ability~~costs), ~~to:~~and shipping and shipping-related costs.

~~Establish~~Numerous ~~strategic~~factors ~~relationships~~can influence gross profit, including product mix, customer mix, manufacturing costs, timing of production, production yields, volume, sales discounts, contractual provisions, and charges for excess or obsolete inventory, among others. Many of these factors influence or are interrelated with ~~market~~other ~~leaders~~factors.

~~Lifecore~~R&D ~~continues~~expenses toconsist ~~develop~~primarily ~~and manufacture products with partners who have strong marketing, sales, and distribution capabilities, reaching the patients they serve. Through its strong reputation and history~~ of ~~providing~~product ~~pharmaceutical~~development ~~grade HA~~ and ~~products,~~commercialization Lifecore has established long-term relationships with global and emerging biopharmaceutical and biotechnology companies across multiple therapeutic categories and leverages those partnerships to attract new relationships in other medical marketsinitiatives.

Expand medical applications for HA

Due to the growing knowledge of the unique characteristics of HA and Lifecore’s unique strength and history as a trusted manufacturer of pharmaceutical injectable grade HA products, Lifecore continues to identify and pursue opportunities for the use of HA in other medical applications, such as wound care, aesthetic surgery, drug delivery, next generation orthopedics and device coatings, and through sales to academic and corporate research customers. Further applications may involve expanding process development activity and/or additional licensing of technology.

Utilize manufacturing infrastructure to meet customer demand

Lifecore has made strategic capital investments in its CDMO business focusing on extending its formulation and filling capacity and capabilities to meet increasing partner demand and regulatory expectations and to attract new contract filling opportunities.

Maintain flexibility and speed in product development and supply relationships

Lifecore’s vertically integrated development and manufacturing capabilities and strong quality systems allow it to quickly move a product from development to commercial production. Lifecore’s role extends from supplying HA raw materials to providing technology transfer and development services to manufacture aseptically filled, finished sterile products, and assuming full supply chain responsibilities (from raw material management through packaging and serialization).

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Deliver consistent quality

Lifecore has built a world class quality and regulatory system that is demonstrated in its results, processes and customer relationships. With over 38 years of a superior track record with global regulatory bodies (FDA, EMA, ANVISA, etc.), Lifecore is the partner of choice for companies looking for proven experience in delivering QbD, cGMP compliance, and manufacturing excellence with pharmaceutical elegance and quality. Lifecore’s world class quality and regulatory system and excellent track record with the global regulatory bodies ensure partners that they will safely bring innovative therapies to market.

We are focused on driving profitable growth with new product development along with clinical and commercial manufacturing of sterile injectable products. Lifecore seeks to expand its presence in the CDMO marketplace by partnering with biopharmaceutical and biotechnology companies to bring their unique therapies to market. Lifecore’s goal of continuing success will be to execute on its three strategic priorities:

1)Managing Business Development Pipeline: Accelerate product development activities for virtual, small and large biopharmaceutical and biotechnology companies in various stages of the product lifecycle, spanning clinical development stage to commercialization, which aligns with the business’ overall product development strategy.

2)Maximizing Capacity: Meet customer demand by maximizing capacity in the syringe, vial and cartridge multi-purpose filler production line to significantly increase the number of products produced.

3)Advancing Product Commercialization: Continue to seek out opportunities to advance customers’ late-stage product development activities by supporting their clinical programs and commercial process scale-up activities.

Reportable segments

The Company operates as one reportable segment. This is based on the objectives of the business and how our chief operating decision maker, the President and Chief Executive Officer, monitors operating performance and allocates resources.

Related party transactions

For a discussion of significant related party transactions, refer to note 17 to the condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q.

Results of operations — Three months ended February 23, 2025

Revenues and gross profit

Lifecore generates revenues from two integrated activities: CDMO and HA manufacturing. Lifecore generates revenues from the development and manufacture of HA products and provides contract development and aseptic manufacturing services to customers.

Numerous factors can influence gross profit, including HA manufacturing product mix, customer mix, manufacturing costs, timing of production, production yields, volume, sales discounts, and charges for excess or obsolete inventory, among others. Many of these factors influence or are interrelated with other factors. The Company includes in cost of goods sold all of the following costs: raw materials (including packaging, syringes, fermentation supplies and purification supplies), direct labor, overhead (including indirect labor, depreciation, and facility-related costs), and shipping and shipping-related costs.

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	Three months ended						Change
	February 23, 2025			February 25, 2024			Amount			%
Revenues:
CDMO	$	20,789		$	22,306		$	(1,517)		(7)	%
HA manufacturing	14,365			13,398			967			7	%
Total revenues	35,154			35,704			(550)			(2)	%
Cost of goods sold	25,309			23,810			1,499			6	%
Gross profit	9,845			11,894			(2,049)			(17)	%
Gross profit percentage	28.0		%	33.3		%	(5.3)		%

The decrease in revenues was primarily due to a $1.5 million decrease in CDMO revenues, which included $1.7 million of lower sales volume from a customer termination and $1.5 million lower development revenue due to completion of discrete project life-cycles and timing of customer projects, partially offset by $1.1 million of value focused customer pricing initiatives and a $0.9 million contractual take-or-pay arrangement. In addition, HA manufacturing revenues increased $1.0 million primarily from increased demand from a customer due to their supply chain initiatives.

The $2.0 million unfavorable gross profit is due to a $3.0 million decrease in CDMO gross profit which reflected a $2.5 million fluctuation on the adjustment of inventories to their net realizable value, primarily due to the absence of a favorable adjustment in the prior year due to an improvement in sales prices, and a $0.9 million decrease due to a customer termination resulting in write-off of inventory and equipment that was partially offset by $0.5 million due to an overall favorable sales mix that included a contractual take-or-pay arrangement, lower development revenue and pricing improvements. There was also a $1.0 million increase in HA manufacturing gross profit due to increased volumes and manufacturing variances.

Operating expenses

	Three months ended				Change
	February 23, 2025		February 25, 2024		Amount		%
Research and development	$	2,045	$	2,170	$	(125)	(6)	%
Selling, general and administrative	10,093		9,848		245		2	%
Loss on sale or disposal of assets	6,851		—		6,851		n/m
Restructuring costs	(115)		771		(886)		(115)	%
Total operating expenses	$	18,874	$	12,789	$	6,085	48	%

Research and development (“R&D”)

R&D expenses consist primarily of product development and commercialization initiatives. The decrease in R&D expenses is primarily due to fewer headcount for the three months ended February 23, 2025 compared to the prior period.

Selling, general, and administrative (“SG&A”)

SG&A expenses consist of salaries and related costs for administrative, public company and business development functions as well as legal fees, and consulting fees. Public company costs include compliance, audit, tax, insurance and investor relations.

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The increase in SG&A expenses was primarily due to $1.1 million increase in stock-based compensation, the majority of which was related to new hire performance stock unit grants to our principal executive officers and partially offset by $0.7 million of lower consulting expenses from finance and accounting consultants. Also included in SG&A for the current period is $2.2 million primarily related to litigation expenses related to an activist investor matter and the securities class action lawsuit. The prior period included $2.3 million primarily related to incremental audit and consulting fees related to the financial restatement and expenses related to the divestiture of Curation Foods.

Loss on sale or disposal of assets

The $6.9 million loss on sale or disposal of assets was primarily due to a $6.4 million loss on the sale of the not yet installed, high-speed, multi-purpose isolator-filler that was primarily related to the write-off of historically capitalized interest costs, as well as $0.5 million related to capital projects that were abandoned.

Restructuring costs

The $0.1 million net recovery in the current period includes $0.6 million following the favorable reversal of a historical lease obligation related to the Curation Foods business, for which we had recorded $0.7 million of expense in the prior period. We anticipate recording an additional reversal of $2.5 million related to that lease obligation in the fourth quarter of fiscal 2025. The $0.6 million favorable reversal was partially offset by $0.5 million of severance related to the transformation of the finance and accounting department.

Non-operating income or expense

	Three months ended				Change
	February 23, 2025		February 25, 2024		Amount		%
Interest expense, net	$	(5,481)	$	(4,289)	$	(1,192)	28	%
Change in fair value of debt derivative liability, related party	(600)		21,000		(21,600)		(103)	%
Other expense, net	333		(814)		1,147		(141)	%
Income tax (expense) benefit	8		(217)		225		(104)	%

Interest expense, net

The increase in interest expense, net was primarily a result of an increase of $0.9 million related to the growth in principal, net of unamortized discount, under the Alcon term loans due to interest paid-in-kind and amortization of the initial debt derivative value. There was an additional net increase of $0.3 million primarily from a reduction in capitalized interest related to the idling, then sale, of the isolator-filler.

Change in fair value of debt derivative liability, related party

The debt derivative liability, related party, is a set of embedded derivatives recorded at fair value each period. The derivatives represent certain call and put premiums contained in the credit facility that can be exercised upon qualifying events of default or changes in control. Changes in the fair value are recorded as non-operating income or expense.

~~The~~Three ~~change~~months inended ~~the fair value of debt derivative liability~~September 30, ~~related party, in~~ 2025 was primarily caused by the absence of significant changes recognized in 2024. Those changes were primarily due to adjustments to the probability factors related to the timing of a change in control event. Management moved back the estimated timing of that event following the conclusion of a strategic review process at the end of fiscal year 2024.

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Other expense, net

Other expense, net decreased $1.1 million primarily due to the end of the accumulation of monetary penalties to the preferred stockholders following the filing of registration statements in October 2024.

Income tax benefit or expense

The income tax benefit or expense primarily consists of current state income tax obligations and a schedule of net deferred federal tax attributes that are substantially offset by valuation allowances and net operating loss carryforwards. Changes in the income tax benefit or expense are driven by the mix of these various items and were not significant for the periods presented.

Results of operations — Nine months ended February 23, 2025

Revenues and gross profit


	Three months ended						Change
	September 30, 2025			August 25, 2024			Amount			%
Revenues:
CDMO	$	21,749		$	20,180		$	1,569		8	%
HA manufacturing	9,360			4,525			4,835			107	%
Total revenues	31,109			24,705			6,404			26	%
Cost of goods sold	23,318			19,318			4,000			21	%
Gross profit	7,791			5,387			2,404			45	%
Gross profit percentage	25.0		%	21.8		%	3.2		%

	Nine months ended						Change
	February 23, 2025			February 25, 2024			Amount			%
Revenues:
CDMO	$	66,579		$	67,522		$	(943)		(1)	%
HA manufacturing	25,844			22,853			2,991			13	%
Total revenues	92,423			90,375			2,048			2	%
Cost of goods sold	66,107			65,797			310			—	%
Gross profit	26,316			24,578			1,738			7	%
Gross profit percentage	28.5		%	27.2		%	1.3		%

The increase in revenues was due to a $3.0 million increase in HA manufacturing demand primarily due to our largest customer's supply chain initiatives. The decline in CDMO revenues is primarily due to $2.7 million of reduced volumes primarily driven by a customer working down inventory levels built in the prior year period, $1.7 million of lower sales volume from a customer termination, and $1.7 million lower development revenue due to completion of discrete project life-cycles and timing of customer projects, partially offset by $5.0 million of value focused customer pricing initiatives and a $0.9 million contractual take-or-pay arrangement.

The $1.7 million improvement in gross profit is due to a $1.7 million increase in HA manufacturing gross profit due to increased volumes and manufacturing variances. There were a combination of factors within CDMO gross profit that offset, including a $2.7 million fluctuation on the adjustment of inventories to their net realizable value, primarily due to the absence of a favorable adjustment in the prior year due to an improvement in sales prices, and a $0.9 million decrease due to a customer termination resulting in write-off of inventory and equipment which were negated by $3.6 million due to a favorable overall sales mix that included a contractual take-or-pay arrangement, lower development revenues and pricing improvements.

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The increase in revenues of $6.4 million was primarily due to a $4.8 million increase in HA manufacturing revenues primarily from increased demand from a customer due to its supply chain initiatives. In addition, CDMO revenues increased $1.6 million, which was primarily from $2.6 million of higher sales volumes and $0.3 million of pricing and other revenue. These gains were partially offset by $1.3 million of lower development revenue due to completion of a discrete development project in the prior comparable period and timing of customer project lifecycles.

The increase of $2.4 million in gross profit is due a $4.3 million increase in HA manufacturing gross profit due to increased sales volume and manufacturing absorption, partially offset by a $1.9 million decrease in CDMO gross profit. The CDMO decline was due to lower development revenue of $1.4 million and a decrease in aseptic gross profit of $1.9 million due to product mix and costing, partially offset by favorable manufacturing absorption of $1.4 million.

Operating expenses

	Nine months ended				Change
	Three months ended				Change
	February 23, 2025		February 25, 2024		Amount		%
	September 30,2025		August 25,2024		Amount		%
Research and development	$	61,~~155~~963	$	62,~~414~~186	$	(~~259~~223)	(410)	%
Selling, general and administrative	358,~~066~~895		2814,~~237~~785		6(5,~~829~~890)		24(40)	%
Loss on sale or disposal of assets	6,895		2		6,893		n/m
Total operating expenses	$	10,858	$	16,971	$	(6,113)	(36)	%
Restructuring costs	772		918		(146)		(16)	%
Total operating expenses	$	48,888	$	35,571	$	13,317	37	%

Research and development (“R&D”)

R&D expenses ~~consist~~modestly ~~primarily~~declined reflecting a relatively consistent level of product development and commercialization ~~initiatives~~activities. ~~The decrease in R&D expenses are primarily due to fewer headcount for the nine months ended February 23, 2025 compared to the prior period.~~

Selling, general, and administrative (“SG&A”)

The $5.9 million decrease in SG&A expenses ~~consist~~includes a reduction of ~~salaries~~$2.2 million in recurring accounting, legal and consulting expenses and a net $3.7 million reduction in non-recurring expenses primarily related ~~costs~~to legacy matters. Included in SG&A for ~~administrative,~~the ~~public~~current ~~company~~period ~~and~~is ~~business~~$1.6 ~~development~~million ~~functions~~of asnon-recurring ~~well~~costs asprimarily related to legal ~~fees,~~expenses related to legacy matters and ~~consulting~~excess audit fees. ~~Public~~The ~~company~~prior ~~costs~~period ~~include~~included ~~compliance,~~$3.6 million of non-recurring expenses primarily related to incremental audit, ~~tax~~and consulting fees for the legacy financial restatement and legal expenses related to legacy matters, ~~insurance~~$1.2 million related to the stockholder activist settlement and ~~investor~~$0.5 ~~relations~~million of restructuring costs.

The increase in SG&A expenses was primarily due to a $3.8 million increase in stock-based compensation, the majority of which was related to new hire performance stock unit grants to our principal executive officers and a $0.5 million increase primarily related to consulting, legal and accounting fees. Also included in SG&A for the current period is $9.5 million primarily related to various legacy legal matters related to the SEC subpoena, an activist investor and a securities class action claim, as well as costs associated with the financial restatement. The prior period included $7.2 million primarily related to incremental audit and consulting fees related to the financial restatement and expenses related to strategic alternatives and the divestiture of Curation Foods.

Loss on sale or disposal of assets

Restructuring costs

The $0.8 million of expense for the current period includes $1.3 million of severance expense related to a first half reduction in force as well as the severance related to the transformation of the finance and accounting department in the third quarter. These expenses were offset by a recovery of $0.6 million following the favorable reversal of a historical lease obligation related to the Curation Foods business for which we recorded $0.7 million of expense in the prior period. We anticipate recording an additional reversal of $2.5 million related to that net lease obligation reversal in the fourth quarter of fiscal 2025.

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Non-operating income or expense

Nine months ended

Change

Three months ended

Change

February 23, 2025

February 25, 2024

Amount

September 30,2025

August 25,2024

Amount

Interest expense, net

(166,~~314~~384)

(125,~~300~~383)

(41,~~014~~001)

3319

Change in fair value of debt derivative liability, related party

~~1,500~~(375)

~~41,~~900

(401,~~400~~275)

~~(96)~~n/m

Other expense, net

~~(174)~~110

(~~1,950~~203)

~~1,776~~313

~~(91)~~n/m

Income tax expense

(10)

(240)

230

(96)

Income tax (expense) benefit

(333)

(358)

n/m

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Interest expense, net

The increase in interest expense, net ~~was~~of ~~primarily~~interest aincome, ~~result~~included of an increase of $21.83 million related to the ~~growth~~Alcon interm ~~principal~~loans, ~~net~~which ofwill ~~unamortized~~continue ~~discount,~~to ofgrow ~~the Alcon term loans~~ due to accumulating interest paid-in-kind and amortization of the ~~initial~~ debt ~~derivative~~discount, ~~value.~~partially ~~There~~offset ~~was~~by ana ~~additional net increase of~~ $10.24 million ~~primarily~~decrease ~~from~~due ato ~~reduction~~lower inoutstanding ~~capitalized~~borrowings ~~interest~~under ~~related to~~ the ~~idling,~~revolving ~~then~~credit ~~sale, of the isolator-filler~~facility.

Change in fair value of debt derivative liability, related party

The ~~debt~~$1.3 ~~derivative~~million ~~liability,~~change ~~related~~from ~~party,~~income isto aexpense ~~set~~was ofprimarily ~~embedded~~due ~~derivatives~~to ~~recorded~~a atdecrease ~~fair~~in ~~value~~discount ~~each~~rates ~~period.~~in ~~The~~the ~~derivatives~~2024 ~~represent~~period ~~certain call~~ and ~~put premiums contained in~~ the ~~credit~~passage ~~facility that can be exercised upon qualifying events~~ of ~~default~~time ~~or changes~~ in ~~control. Changes in~~ the ~~fair~~2025 ~~value are recorded as non-operating income or expense~~period.

The change in the fair value of debt derivative liability, related party, in 2025 was primarily caused by the absence of significant changes recognized in 2024. Those changes were primarily due to changes in the probability factors related to the timing of a change in control event. Management moved back the estimated timing of that event following the conclusion of a strategic review process at the end of fiscal year 2024.

Other expense, net

~~Other~~The change from expense, ~~net~~to ~~decreased~~income ~~$1.8 million~~was primarily ~~due~~caused toby the ~~end~~absence of ~~the~~$0.3 ~~accumulation~~million of estimated expense accrued for monetary penalties to the preferred stockholders following the filing of registration statements in October 2024.

Income tax benefit or expense

The ~~income~~change ~~tax~~from ~~benefit~~income orto expense of $0.4 million was primarily ~~consists~~caused ofby ~~current~~the ~~state~~passage ~~income~~of new Federal tax ~~obligations~~laws ~~and~~in athe ~~schedule~~2025 ofperiod ~~net~~that ~~deferred~~resulted ~~federal~~in higher deferred tax ~~attributes~~expense. ~~that~~The ~~are~~new ~~substantially~~tax ~~offset~~laws bycaused ~~valuation~~a ~~allowances~~one-time ~~and~~acceleration ~~net~~of ~~operating~~various ~~loss~~tax ~~carryforwards.~~deductions ~~Changes~~which did not result in income due to the ~~income~~establishment ~~tax~~of ~~benefit~~valuation orallowances ~~expense~~on ~~are~~all ~~driven~~deferred bytax assets. At the ~~mix~~same oftime, ~~these~~that ~~various~~acceleration ~~items~~reduced ~~and~~deductions ~~were~~available ~~not~~to ~~significant~~offset ~~for~~future ~~the~~deferred ~~periods~~tax ~~presented~~liabilities, causing an increase to deferred tax expense.

Liquidity and capital resources

As of ~~February~~September 2330, 2025, the Company had cash of $518.49 million ~~and had approximately $25~~.5 ~~million~~In ~~available~~June ~~for~~2025, ~~borrowing under~~ the ~~Revolving~~Company ~~Credit~~received ~~Facility~~$10.0 ~~Under~~million ~~the~~cash ~~Revolving~~from ~~Credit Facility,~~ the ~~Company~~early ispayment ~~subject~~of toprincipal aunder ~~springing~~its ~~fixed~~note ~~charge~~receivable ~~ratio~~from ~~covenant~~the sale of ~~1:1~~equipment ~~generally~~ in ~~the~~fiscal ~~event~~year ~~that~~2025. In June 2025, the Company's ~~available~~repaid ~~liquidity~~$2.5 ~~under~~million ~~the~~of ~~Revolving~~borrowings ~~Credit~~on ~~Facility~~the ~~falls~~outstanding ~~below~~revolving $2credit facility.~~5 million.~~

Based on the borrowing base at September 30, 2025, the Company had approximately $23.6 million available for borrowing under the Revolving Credit Facility of the $40.0 million maximum committed amount. Under the Revolving Credit Facility, the Company is subject to a springing fixed charge ratio covenant of 1:1 generally in the event that the Company's available liquidity under the Revolving Credit Facility falls below $2.5 million. As of ~~February~~September 2330, 2025, the Company was in compliance with all financial covenants under the Term Loan Credit Facility and Revolving Credit Facility. See “Part I, Item 1. Note 9 - Debt” in this Quarterly Report on Form 10-Q for a summary of the Term Loan Credit Facility and Revolving Credit Facility.

~~-38-~~Cash flow improved by $1.6 million in the three months ended September 30, 2025 compared to the three months ended August 25, 2024 period for the following reasons:

•Operating cash flows improved $2.4 million. In the 2024 period, earnings as adjusted for non-cash items used cash of $8.1 million, which was partially funded by $7.5 million of favorable working capital changes primarily related to net receivable collections and extension of accounts payable. In contrast, in the 2025 period, earnings as adjusted for non-cash items generated $1.1 million of cash, and changes in working capital of $0.6 million;

•Investing cash outflows decreased by $1.7 million from lower capital spending in the 2025 period compared to the 2024 period; and

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~~Cash~~•Financing ~~outflows~~cash offlows decreased $32.05 million inas ~~the~~a ~~nine-month~~result ~~period~~ of ~~2025~~the ~~improved~~absence byof $131.09 million ~~compared~~of tonet ~~cash~~proceeds ~~outflows~~under ofthe ~~$16.0~~revolving ~~million~~credit facility in the ~~nine-month~~2024 period and due to higher cash payments of ~~2024~~$0.6 ~~for~~million ~~the~~under ~~following~~employee ~~reasons:~~stock plans.

~~•Financing~~The ~~proceeds~~Company’s offuture ~~$23.9~~capital ~~million~~requirements ~~from~~will ~~the~~depend ~~issuance~~on ofnumerous ~~common~~factors, ~~stock~~including our future capital expenditure requirements; development, production and ~~$2.4~~manufacturing ~~million~~activities; ~~from~~administrative arequirements ~~lease~~(including ~~amendment~~salaries, ininsurance expenses and legal compliance costs); ability to establish and maintain new and existing customer arrangements; the ~~2025~~costs ~~period,~~associated ~~which~~with weany ~~used~~legal proceedings and claims; any decision to ~~repay~~pursue ~~$17.2~~acquisition ~~million~~opportunities; the timing and amount of ~~borrowings~~amounts payable or payments owed under ~~our~~customer ~~revolving~~agreements; ~~credit~~the ~~facility,~~ability ~~exceeded~~to comply with regulatory requirements; the ~~$5.0~~emergence ~~million~~of competitive technology and market forces; the effectiveness of ~~financing~~customers’ ~~proceeds~~activities ~~from~~and aarrangements; ~~customer~~demand ~~deposit~~for redemption of the Redeemable Convertible Preferred Stock and ~~borrowings~~payment ~~under~~of the ~~revolving~~accrued ~~credit~~and ~~facility~~unpaid liquidation preference on shares of ~~$3.1~~the ~~million~~Convertible ~~received~~Preferred inStock, if required; payments required under the ~~2024~~Term ~~period~~Loan Credit Facility and Revolving Credit Facility; and other factors. If the Company’s currently available funds, together with the internally generated cash flow from operations are not sufficient to satisfy its capital needs, the Company would be required to seek additional funding through various financing transactions or arrangements, including equity financing, debt financing, collaborations, strategic alliances or licensing arrangements, or other means. There can be no assurance that additional funds, if required, will be available to the Company on favorable terms, if at all.

~~•We~~The ~~received~~Company’s ~~investing~~principal ~~proceeds~~sources of ~~$7.0~~liquidity ~~million~~consist of its existing cash, cash generated by operations (if any), proceeds from the sale of acertain ~~non-operational~~excess ~~isolator-filler~~equipment, and weavailability ~~reduced~~under ~~capital~~its ~~spending~~Revolving byCredit $4Facility.4 ~~million;~~The Company expects these sources will be sufficient to finance its current operational and capital requirements for at least the next twelve months.

~~•Net~~There ~~working~~is ~~capital~~no ~~investments~~assurance ~~required~~that ~~$4.5~~our ~~million~~cash, ~~less~~ cash ingenerated ~~2025~~from ~~compared~~operations, if any, and available borrowing under the Revolving Credit Facility will be sufficient to ~~2024~~fund our anticipated capital needs and operating expenses, ~~partially~~particularly ~~offset~~if bywe ado ~~$1.6~~not ~~million~~generate ~~increase~~revenues in ~~earnings~~the asamounts ~~adjusted~~currently ~~for~~anticipated ~~non-cash~~or ~~items~~if our operating costs are greater than anticipated.

~~Contractual~~Cash obligations relating to Series A Redeemable Convertible Preferred Stock

On January 9, 2023, the Company issued 38,750 shares of Series A Convertible Preferred Stock, par value $0.001 per share, that accrues dividends and that is, in certain cases, redeemable at the option of the holder as discussed further below.

The Redeemable Convertible Preferred Stock is redeemable by the holders after the earlier of June 29, 2026 or the termination or waiver of the restriction on cash dividends and/or redemptions that is set forth in the Company’s credit agreements. The redemption price for each share of Redeemable Convertible Preferred Stock is an amount equal to its liquidation preference. As of September 30, 2025 and May 25, 2025, the aggregate liquidation preference of the Redeemable Convertible Preferred Stock was $47.5 million and $46.3 million, respectively.

Lifecore’s internally generated cash is not expected to be sufficient to fund all or any significant portion of the Series A liquidation preference and Lifecore is considering its financing alternatives, which would be dependent upon the amount of any redemptions and may include supplementing any cash generated from operations or borrowing under its existing credit facilities with other financing transactions such as equity financing, debt financing, collaborations, strategic alliances or licensing arrangements, or other means.

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In November 2025, the Company paid an aggregate amount of $4.7 million to the holders of the Redeemable Convertible Preferred Stock in full satisfaction of the outstanding registration delay fees. See “Part I, Item 1. Note 10 – Equity ” in this Quarterly Report on Form 10-Q for a description of this obligation.

Contractual and other cash obligations

The Company’s material contractual obligations for the next five years mainly relate to its debt and lease obligations.

The Company’s future capital requirements will depend on numerous factors, including the progress of its research and development programs; the continued development of marketing, sales and distribution capabilities; the ability of the Company to establish and maintain new and existing licensing arrangements; the costs associated with any legal contingencies and employment-related claims; any decision to pursue acquisition opportunities; the timing and amount, if any, of payments received under licensing and research and development agreements; the costs involved in preparing, filing, prosecuting, defending, and enforcing intellectual property rights; the ability to comply with regulatory requirements; the emergence of competitive technology and market forces; the effectiveness of product commercialization activities and arrangements; and other factors. If the Company’s currently available funds, together with the internally generated cash flow from operations are not sufficient to satisfy its capital needs, the Company would be required to seek additional funding through other arrangements with collaborative partners, sale of real estate or other assets, additional debt or bank borrowings and public or private sales of its securities. There can be no assurance that additional funds, if required, will be available to the Company on favorable terms, if at all.

The Company believes that its cash from operations, potential equity offerings, sale of other assets, along with existing cash, and availability under its Revolving Credit Facility will be sufficient to finance its operational and capital requirements for at least the next twelve months.

Indebtedness

Refer to ~~note~~“Part 10I, toItem ~~the~~1. ~~condensed~~Note ~~consolidated~~9. ~~financial~~– ~~statements~~Debt” ~~included~~elsewhere in this Quarterly Report on Form 10-Q for a description of the terms of outstanding indebtedness, including the Term Loan Credit Facility and Revolving Credit Facility, which is incorporated herein by reference.

As of ~~February~~September 2330, 2025 the Company had $~~169,287~~179.6 million in borrowings outstanding under the Term Loan Credit Facility at an effective annual interest rate of 20.9%, which includes the amortization of the debt discount. The stated annual interest rate is 10%, which is payable-in-kind until May 2026, following which interest is payable at a fixed rate of 3% per annum in cash with the remainder payable-in-kind. The obligations under the Term Loan Credit Facility mature on May 22, 2029. Interest paid-in-kind under the Term Loan Credit Facility for the three months ended September 30, 2025 was $4.4 million.

As of ~~February~~September 2330, 2025, the Company had no borrowings outstanding under the Revolving Credit Facility. The Company repaid $2~~,500~~.5 million of borrowings in June 2025, and this repayment was a condition to the Company being able to access any other borrowings ~~outstanding~~under the Revolving Credit Facility. The obligations under the Revolving Credit Facility mature on November 26, at2027. anInterest ~~effective~~paid ~~annual~~under ~~interest~~the ~~rate~~Revolving ofCredit ~~8.67%.~~Facility for the three months ended September 30, 2025 was negligible.

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Critical accounting estimates

There have been no material changes to the Company’s critical accounting estimates from those disclosed in the Company’s ~~2024~~2025 Annual Report. For a discussion of our critical accounting estimates, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Use of Estimates” in Part II, Item 7 of the Company’s ~~2024~~2025 Annual Report.

Item 3. Quantitative and qualitative disclosures about market risk

~~Item~~The ~~305~~Company ofis ~~Regulation~~a Ssmaller reporting company as defined by Rule 12b-K2 of the Exchange Act and is not required ~~for~~to ~~Smaller~~provide ~~Reporting~~the ~~Companies~~information required under this item.

Item 4. Controls and procedures

Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) ofunder 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 ~~the design and operation 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 ~~Quarterly Report on~~ Form 10-Q. ~~Our~~Based ~~disclosure~~upon ~~controls~~such and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our managementevaluation, ~~including~~ our principal executive officer and principal financial officer, asconcluded ~~appropriate~~that, due to ~~allow~~material ~~timely~~weaknesses ~~decisions~~in ~~regarding~~our ~~required~~internal ~~disclosure~~control ~~and~~over isfinancial ~~recorded,~~reporting ~~processed,~~as ~~summarized~~described ~~and reported within the time periods specified~~ in the ~~rules~~“Management’s ~~and~~Report ~~forms~~on ofInternal ~~the~~Control ~~SEC.~~over ~~Based~~Financial ~~upon the evaluation~~Reporting,” our ~~principal executive officer and principal financial officer have concluded that our~~ disclosure controls and procedures were not effective as of ~~February~~September 2330, 2025, due to the material weaknesses in internal control over financial reporting that were disclosed in the ~~2024~~2025 Annual Report. The Company ~~has~~continues ~~begun~~to ~~executing~~execute aon ~~plan~~its ~~for~~remediation ~~the~~plan ~~remediation~~to ofaddress the material weaknesses in internal control over financial reporting.

~~Management’s plan for remediation of the material weaknesses~~32

Management, with the oversight of the Audit Committee, is committed to remediating the control deficiencies. The remediation efforts are intended to both address the identified material weaknesses and to enhance our overall control environment.

Steps taken by management to date include the following:

•We have expanded the internal audit function by engaging a third-party consultant to assist with remediation efforts, including enhancing our risk assessment, evaluating gaps in current processes and controls, and developing a remediation plan;

•We have added qualified personnel to our accounting and finance team with the appropriate qualified experience in financial reporting, consolidations, technical accounting, and application of U.S. GAAP; and

•We have selected a new enterprise planning resource ("ERP") solution and are designing new business processes and systems of control to support the remediation.

The Company plans the following additional steps to remediate the material weaknesses described above and strengthen its internal control over financial reporting include the following:

•Complete implementation and testing of the Company's control environment and risk assessment procedures during the fourth quarter of fiscal 2025;

•Complete the design and implementation of the ERP in the second half of fiscal year 2026; and

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~~•Test~~Management’s ~~and~~plan ~~subsequently~~for ~~monitor~~remediation ~~the~~of ~~design~~material ~~and~~weaknesses ~~operating~~in ~~effectiveness of~~ internal ~~controls~~control over financial reporting ~~immediately following the implementation of the ERP.~~

~~The~~Management, ~~material~~with ~~weaknesses~~the ~~will~~oversight ~~not~~of bethe ~~considered~~Audit ~~remediated~~Committee, ~~until~~remains ~~management~~committed ~~designs~~to ~~and~~remediating ~~implements~~the ~~effective~~identified ~~controls~~control ~~that~~deficiencies ~~operate~~identified ~~for~~in aprior ~~sufficient~~periods. ~~period~~The ofremediation ~~time~~efforts ~~and management has concluded, through testing, that these controls~~ are ~~effective.~~designed Asto weaddress ~~continue~~the toremaining ~~evaluate~~material ~~operating~~weaknesses ~~effectiveness~~ and ~~monitor~~enhance ~~improvements~~the tooverall ~~our~~ internal control ~~over financial reporting, we may take additional measures to address control deficiencies or modify the remediation plan described above~~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 ~~planning~~ efforts described above, there have been no changes in our system of internal control over financial reporting during the three months ended ~~February~~September 2330, 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 98 to the ~~condensed~~ consolidated financial statements in this Form 10-Q.

Item 1A. Risk factors

You should carefully consider the risks described in Part I, Item 1A, “Risk Factors” of the ~~2024~~2025 Annual Report, as our business, financial condition and results of operations could be adversely affected by any of the risks and uncertainties described therein and herein. Some statements in this report, including statements in the risk factors, constitute forward-looking statements. These risks are not the only risks that may affect us. Additional risks that we are not aware of or do not believe are material at the time of this filing may also become important factors that adversely affect our business. There have been no material changes to our risk factors as previously disclosed under Part I, Item 1A “Risk Factors” in the ~~2024~~2025 Annual Report~~, except as indicated below:~~.

~~Risk related to recent U.S. tariff announcements~~33

~~Changes~~Table ~~in United States trade policy, including recently announced tariffs, could have a material adverse impact on our business, financial condition, and results~~ of operations. The imposition of new tariffs or increases in existing tariffs on goods imported from countries where we or our suppliers operate could result in increased costs for raw materials, components, or finished goods. These cost increases may reduce our margins, require us to raise prices, or make our products less competitive in the marketplace. Additionally, retaliatory tariffs imposed by other countries on U.S. exports could adversely impact demand for our products in international markets. If we are unable to mitigate these risks through supply chain adjustments, pricing strategies, or other measures, our financial performance and growth prospects could be negatively affected.Contents

Item 2. Unregistered sales of equity securities and use of proceeds

None.

Item 3. Defaults upon senior securities

None.

Item 4. Mine safety disclosures

Not applicable.

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Item 5. Other information

Rule 10b5-1 trading plans

During the ~~nine~~three months ended ~~February 23~~September 30, 2025, none of our directors and executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

ExhibitNumber						Exhibit Title
10.1						Limited Waiver Under and Third Amendment to that certain Credit and Guaranty Agreement, dated May 22, 2023, by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and Alcon Research, LLC, as lender, administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 26, 2024.
10.1+						Consent and Omnibus Amendment dated as of November 6, 2025 (to that certain Credit Agreement dated as of December 31, 2020), by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, BMO Bank, N.A., as lender and administrative agent, and solely for purposes set forth therein, Alcon Research, LLC, as term loan agent.
10.2						Limited Waiver Under and Ninth Amendment to that certain Credit Agreement, dated December 31, 2020, by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and BMO Bank, N.A., as lender and administrative agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 26, 2024.
10.2+						Consent and Omnibus Amendment dated as of November 6, 2025 (to that certain Credit and Guaranty Agreement dated as of May 22, 2023), by and among Lifecore Biomedical, Inc., Curation Foods, Inc. and Lifecore Biomedical Operating Company, Inc., as borrowers, certain other subsidiaries of Lifecore Biomedical, Inc. party thereto, as guarantors, and Alcon Research, LLC, as lender, administrative agent and collateral agent.
31.1+						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+**						Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+**						Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS+						Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH+						Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104+						Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Filed herewith.

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** Information is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LIFECORE BIOMEDICAL, INC. By: /s/ Paul Josephs Paul Josephs President and Chief Executive Officer (Principal Executive Officer) By: /s/ Ryan D. Lake Ryan D. Lake Chief Financial Officer ~~and Secretary~~ (Principal Financial and Accounting Officer)

Date: ~~April~~November 36, 2025

~~-43-~~36

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