lfcr-20260630

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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 quarterly period ended June 30, 2026, or

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

For the transition period from _________ to _________.

Commission file number: 000-27446

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)


Delaware			94-3025618
(State or other jurisdiction of incorporation or organization)			(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

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	LFCR	The NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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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 Act). Yes ☐ No ☒

As of July 29, 2026, there were 37,853,060 shares of common stock outstanding.

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LIFECORE BIOMEDICAL, INC.

FORM 10-Q

TABLE OF CONTENTS

Item No.

Description

Page

Part I.

Financial i nformation

Item 1.

Financial s tatements

Item 2.

Management ’s d iscussion and a nalysis of f inancial c ondition and r esults of o perations

Item 3.

Quantitative and q ualitative d isclosures a bout m arket r isk

Item 4.

Controls and p rocedures

Unregistered s ales of e quity s ecurities and u se of p roceeds

Item 3.

Defaults u pon s enior s ecurities

Item 4.

Mine s afety d isclosures

PART I. FINANCIAL INFORMATION

Item 1. Financial statements

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Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025		2
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and May 25, 2025		3
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2026 and May 25, 2025		4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and May 25, 2025		6
Notes to the Consolidated Financial Statements		7
1	Organization, basis of presentation and summary of significant accounting policies	7
2	Income or loss per share	9
3	Segment reporting for single reportable segment	9
4	Accounts and note receivable	10
5	Inventory	10
6	Property, plant and equipment, net	11
7	Accrued expenses and other current liabilities	11
8	Commitments and contingencies	12
9	Debt	14
10	Equity	17
11	Revenue recognition	19
12	Stock-based compensation	20
13	Income taxes	22
14	Fair value of financial instruments	22
15	Leases	24
16	Related party transactions	25

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LIFECORE BIOMEDICAL, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)


(in thousands, except share and per share amounts)	June 30, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	17,241	$	17,469
Accounts receivable, net	13,728		13,233
Accounts receivable, related party	16,727		12,929
Contract assets	7,568		7,655
Inventory	25,475		29,085
Prepaid expenses and other current assets	2,952		1,921
Total current assets	83,691		82,292
Property, plant and equipment, net	123,714		127,304
Goodwill	13,881		13,881
Other assets	8,214		8,700
Total assets	$	229,500	$	232,177
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	7,534	$	6,211
Accrued expenses and other current liabilities	14,107		17,362
Total current liabilities	21,641		23,573
Debt, net of current portion	5,590		5,694
Debt, net of current portion, related party	148,508		135,588
Debt derivative liability, related party	30,922		26,564
Other liabilities	6,746		6,698
Total liabilities	213,407		198,117
Commitments and contingencies, see note 8
Series A Redeemable Convertible Preferred Stock, $0.001 par value; 2,000,000 shares authorized; 49,263 and 47,466 shares issued and outstanding, redemption value $50,187 and $48,356	50,187		48,262
Stockholders’ (deficit) equity:
Common Stock, $0.001 par value; 75,000,000 shares authorized; 37,697,012 and 37,477,386 shares issued and outstanding	38		37
Additional paid-in capital	210,205		208,962
Accumulated deficit	(244,337)		(223,201)
Total stockholders’ deficit	(34,094)		(14,202)
Total liabilities, convertible preferred stock and stockholders’ deficit	$	229,500	$	232,177

See accompanying notes to the consolidated financial statements