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Lifecore Biomedical, Inc./DE – ‘10-K’ for 5/28/23 – ‘EX-31.2’

On:  Tuesday, 3/19/24, at 8:03pm ET   ·   As of:  3/20/24   ·   For:  5/28/23   ·   Accession #:  1005286-24-30   ·   File #:  0-27446

Previous ‘10-K’:  ‘10-K/A’ on 3/16/23 for 5/29/22   ·   Latest ‘10-K’:  This Filing   ·   35 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/20/24  Lifecore Biomedical, Inc./DE      10-K        5/28/23  138:75M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML  13.00M 
 2: EX-10.30    Material Contract                                   HTML     70K 
 3: EX-10.31    Material Contract                                   HTML     70K 
 4: EX-10.32    Material Contract                                   HTML     63K 
 5: EX-21.1     Subsidiaries List                                   HTML     41K 
 6: EX-23.1     Consent of Expert or Counsel                        HTML     41K 
11: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     63K 
                Awarded Compensation                                             
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     46K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     46K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     43K 
10: EX-32.2     Certification -- §906 - SOA'02                      HTML     43K 
17: R1          Cover Page                                          HTML    109K 
18: R2          Audit Information                                   HTML     46K 
19: R3          Consolidated Balance Sheets                         HTML    190K 
20: R4          Consolidated Balance Sheets (Parenthetical)         HTML     63K 
21: R5          Consolidated Statements of Operations               HTML    177K 
22: R6          Consolidated Statements of Comprehensive Loss       HTML     68K 
23: R7          Consolidated Statements of Comprehensive Loss       HTML     43K 
                (Parenthetical)                                                  
24: R8          Consolidated Statements of Convertible Preferred    HTML    210K 
                Stock and Stockholders? (Deficit) Equity                         
25: R9          Consolidated Statements of Cash Flows               HTML    174K 
26: R10         Organization, Basis of Presentation, and Summary    HTML    226K 
                of Significant Accounting Policies                               
27: R11         Convertible Preferred Stock                         HTML     54K 
28: R12         Property and Equipment                              HTML     66K 
29: R13         Goodwill and Intangible Assets                      HTML     63K 
30: R14         Stock-based Compensation and Stockholders? Equity   HTML    124K 
31: R15         Debt                                                HTML     85K 
32: R16         Income Taxes                                        HTML    120K 
33: R17         Leases                                              HTML    129K 
34: R18         Commitments and Contingencies                       HTML     57K 
35: R19         Business Segment Reporting                          HTML     48K 
36: R20         Discontinued Operations                             HTML     99K 
37: R21         Restructuring Costs                                 HTML     69K 
38: R22         Correction of Errors in Previously Reported Fiscal  HTML   1.30M 
                Year 2022 and 2021 Annual Financial Statements                   
39: R23         Unaudited Quarterly Consolidated Financial          HTML   6.43M 
                Information                                                      
40: R24         Subsequent Events                                   HTML     59K 
41: R25         Pay vs Performance Disclosure                       HTML     55K 
42: R26         Insider Trading Arrangements                        HTML     47K 
43: R27         Organization, Basis of Presentation, and Summary    HTML    156K 
                of Significant Accounting Policies (Policies)                    
44: R28         Organization, Basis of Presentation, and Summary    HTML    153K 
                of Significant Accounting Policies (Tables)                      
45: R29         Property and Equipment (Tables)                     HTML     62K 
46: R30         Goodwill and Intangible Assets (Tables)             HTML     85K 
47: R31         Stock-based Compensation and Stockholders? Equity   HTML    118K 
                (Tables)                                                         
48: R32         Debt (Tables)                                       HTML     63K 
49: R33         Income Taxes (Tables)                               HTML    119K 
50: R34         Leases (Tables)                                     HTML    103K 
51: R35         Discontinued Operations (Tables)                    HTML     99K 
52: R36         Restructuring Costs (Tables)                        HTML     62K 
53: R37         Correction of Errors in Previously Reported Fiscal  HTML   1.29M 
                Year 2022 and 2021 Annual Financial Statements                   
                (Tables)                                                         
54: R38         Unaudited Quarterly Consolidated Financial          HTML   6.42M 
                Information (Tables)                                             
55: R39         Organization, Basis of Presentation, and Summary    HTML     42K 
                of Significant Accounting Policies - Organization                
                (Details)                                                        
56: R40         Organization, Basis of Presentation, and Summary    HTML    115K 
                of Significant Accounting Policies - Discontinued                
                Operations (Details)                                             
57: R41         Organization, Basis of Presentation, and Summary    HTML     47K 
                of Significant Accounting Policies - Securities                  
                Purchase Agreement (Details)                                     
58: R42         Organization, Basis of Presentation, and Summary    HTML     56K 
                of Significant Accounting Policies - Concentration               
                of Risk (Details)                                                
59: R43         Organization, Basis of Presentation, and Summary    HTML     74K 
                of Significant Accounting Policies - Components of               
                Other Comprehensive Income (Details)                             
60: R44         Organization, Basis of Presentation, and Summary    HTML     51K 
                of Significant Accounting Policies - Accounts                    
                Receivable, Sales Returns and Allowance for Credit               
                Losses (Details)                                                 
61: R45         Organization, Basis of Presentation, and Summary    HTML     59K 
                of Significant Accounting Policies - Contract                    
                Assets and Liabilities Narrative (Details)                       
62: R46         Organization, Basis of Presentation, and Summary    HTML     51K 
                of Significant Accounting Policies - Revenue                     
                Narrative (Details)                                              
63: R47         Organization, Basis of Presentation, and Summary    HTML     68K 
                of Significant Accounting Policies -                             
                Disaggregation of Revenue (Details)                              
64: R48         Organization, Basis of Presentation, and Summary    HTML     52K 
                of Significant Accounting Policies -                             
                Reconciliation of Cash, Cash Equivalents (Details)               
65: R49         Organization, Basis of Presentation, and Summary    HTML     57K 
                of Significant Accounting Policies - Inventories                 
                (Details)                                                        
66: R50         Organization, Basis of Presentation, and Summary    HTML    126K 
                of Significant Accounting Policies - Advertising                 
                Cost, Related Party, and Property and Equipment                  
                and Finite-Lived Intangible Assets Narrative                     
                (Details)                                                        
67: R51         Organization, Basis of Presentation, and Summary    HTML     55K 
                of Significant Accounting Policies - Impairment                  
                Review of Intangible Assets and Business                         
                Interruption Insurance Recoveries (Details)                      
68: R52         Organization, Basis of Presentation, and Summary    HTML     71K 
                of Significant Accounting Policies - Diluted Net                 
                (Loss) Income Per Share (Details)                                
69: R53         Organization, Basis of Presentation, and Summary    HTML     54K 
                of Significant Accounting Policies - Employee                    
                Saving Narrative (Details)                                       
70: R54         Organization, Basis of Presentation, and Summary    HTML     69K 
                of Significant Accounting Policies - Fair Value of               
                Assets and Liabilities (Details)                                 
71: R55         Organization, Basis of Presentation, and Summary    HTML     54K 
                of Significant Accounting Policies - Derivative                  
                Liabilities Assumptions (Details)                                
72: R56         Organization, Basis of Presentation, and Summary    HTML     47K 
                of Significant Accounting Policies - Fair Value                  
                Reconciliation of Level 3 (Details)                              
73: R57         Convertible Preferred Stock (Details)               HTML    114K 
74: R58         Property and Equipment - Components of Property     HTML     91K 
                and Equipment (Details)                                          
75: R59         Property and Equipment - Narrative (Details)        HTML     87K 
76: R60         Goodwill and Intangible Assets - Narrative          HTML     51K 
                (Details)                                                        
77: R61         Goodwill and Intangible Assets - Intangible Assets  HTML     62K 
                (Details)                                                        
78: R62         Stock-based Compensation and Stockholders? Equity   HTML     99K 
                - Narrative (Details)                                            
79: R63         Stock-based Compensation and Stockholders? Equity   HTML     63K 
                - Weighted Average Assumptions (Details)                         
80: R64         Stock-based Compensation and Stockholders? Equity   HTML     88K 
                - Stock Options Outstanding and Exercisable                      
                (Details)                                                        
81: R65         Stock-based Compensation and Stockholders? Equity   HTML     65K 
                - Stock-based Compensation Activity (Details)                    
82: R66         Stock-based Compensation and Stockholders? Equity   HTML     62K 
                - Summary of Stock-based Compensation by Income                  
                Statement Line Item (Details)                                    
83: R67         Debt - Narrative (Details)                          HTML    196K 
84: R68         Debt - Long-term Debt (Details)                     HTML     74K 
85: R69         Debt - Future Minimum Principal Payments of Debt    HTML     73K 
                (Details)                                                        
86: R70         Income Taxes - Provision for Income Taxes           HTML     70K 
                (Details)                                                        
87: R71         Income Taxes - Income Tax Rate Reconciliation       HTML     68K 
                (Details)                                                        
88: R72         Income Taxes - Narrative (Details)                  HTML     81K 
89: R73         Income Taxes - Deferred Tax Assets and Liabilities  HTML     81K 
                (Details)                                                        
90: R74         Income Taxes - Unrecognized Tax Benefits (Details)  HTML     48K 
91: R75         Leases - Narrative (Details)                        HTML     67K 
92: R76         Leases - Schedule of Lease Costs (Details)          HTML     67K 
93: R77         Leases - Maturity Analysis of Operating and         HTML    118K 
                Finance Lease Liabilities (Details)                              
94: R78         Leases - Supplemental Cash Flow Information         HTML     51K 
                (Details)                                                        
95: R79         Commitments and Contingencies (Details)             HTML     89K 
96: R80         Business Segment Reporting (Details)                HTML     45K 
97: R81         Discontinued Operations - Components of Loss from   HTML    116K 
                Discontinued Operations (Details)                                
98: R82         Discontinued Operations - Narrative (Details)       HTML     52K 
99: R83         Discontinued Operations - Assets and Liabilities    HTML    124K 
                (Details)                                                        
100: R84         Restructuring Costs - Schedule of Costs (Details)   HTML     68K  
101: R85         Restructuring Costs - Narrative (Details)           HTML     56K  
102: R86         Correction of Errors in Previously Reported Fiscal  HTML    310K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Balance Sheet (Details)                                          
103: R87         Correction of Errors in Previously Reported Fiscal  HTML    353K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Income Statement (Details)                                       
104: R88         Correction of Errors in Previously Reported Fiscal  HTML    105K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Comprehensive Income (Details)                                   
105: R89         Correction of Errors in Previously Reported Fiscal  HTML    153K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Statement of Equity (Details)                                    
106: R90         Correction of Errors in Previously Reported Fiscal  HTML    254K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Statement of Cash Flow (Details)                                 
107: R91         Correction of Errors in Previously Reported Fiscal  HTML     72K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Allowance for Sales Returns and Credit Losses                    
                (Details)                                                        
108: R92         Correction of Errors in Previously Reported Fiscal  HTML     75K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Inventories (Details)                                            
109: R93         Correction of Errors in Previously Reported Fiscal  HTML     63K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Fair Value of Assets and Liabilities (Details)                   
110: R94         Correction of Errors in Previously Reported Fiscal  HTML    104K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Diluted Net (Loss) Income Per Share (Details)                    
111: R95         Correction of Errors in Previously Reported Fiscal  HTML    174K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Disaggregation of Revenue (Details)                              
112: R96         Correction of Errors in Previously Reported Fiscal  HTML    158K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Components of Property and Equipment (Details)                   
113: R97         Correction of Errors in Previously Reported Fiscal  HTML    106K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Provision for Income Taxes (Details)                             
114: R98         Correction of Errors in Previously Reported Fiscal  HTML    108K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Income Tax Rate Reconciliation (Details)                         
115: R99         Correction of Errors in Previously Reported Fiscal  HTML    116K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Deferred Tax Assets and Liabilities (Details)                    
116: R100        Correction of Errors in Previously Reported Fiscal  HTML     59K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Unrecognized Tax Benefits (Details)                              
117: R101        Correction of Errors in Previously Reported Fiscal  HTML    514K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Operations by Business Segment (Details)                         
118: R102        Correction of Errors in Previously Reported Fiscal  HTML    208K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Discontinued Operations - Assets and Liabilities                 
                (Details)                                                        
119: R103        Correction of Errors in Previously Reported Fiscal  HTML    138K  
                Year 2022 and 2021 Annual Financial Statements -                 
                Restructuring (Details)                                          
120: R104        Unaudited Quarterly Consolidated Financial          HTML    105K  
                Information - Schedule of Quarterly Information                  
                (Details)                                                        
121: R105        Unaudited Quarterly Consolidated Financial          HTML    322K  
                Information - Balance Sheet (Details)                            
122: R106        Unaudited Quarterly Consolidated Financial          HTML    769K  
                Information - Income Statement (Details)                         
123: R107        Unaudited Quarterly Consolidated Financial          HTML    123K  
                Information - Comprehensive Income (Details)                     
124: R108        Unaudited Quarterly Consolidated Financial          HTML    237K  
                Information - Statement of Equity (Details)                      
125: R109        Unaudited Quarterly Consolidated Financial          HTML    483K  
                Information - Statement of Cash Flow (Details)                   
126: R110        Unaudited Quarterly Consolidated Financial          HTML    108K  
                Information - Allowance for Sales Returns and                    
                Credit Losses (Details)                                          
127: R111        Unaudited Quarterly Consolidated Financial          HTML     75K  
                Information - Inventories (Details)                              
128: R112        Unaudited Quarterly Consolidated Financial          HTML    139K  
                Information - Diluted Net (Loss) Income Per Share                
                (Details)                                                        
129: R113        Unaudited Quarterly Consolidated Financial          HTML    392K  
                Information - Disaggregation of Revenue (Details)                
130: R114        Unaudited Quarterly Consolidated Financial          HTML    564K  
                Information - Operations by Business Segment                     
                (Details)                                                        
131: R115        Unaudited Quarterly Consolidated Financial          HTML    268K  
                Information - Discontinued Operations - Assets and               
                Liabilities (Details)                                            
132: R116        Unaudited Quarterly Consolidated Financial          HTML    256K  
                Information - Restructuring (Details)                            
133: R117        Subsequent Events (Details)                         HTML     70K  
135: XML         IDEA XML File -- Filing Summary                      XML    265K  
138: XML         XBRL Instance -- lndc-20230528_htm                   XML  27.29M  
134: EXCEL       IDEA Workbook of Financial Report Info              XLSX    791K  
13: EX-101.CAL  XBRL Calculations -- lndc-20230528_cal               XML    410K 
14: EX-101.DEF  XBRL Definitions -- lndc-20230528_def                XML   2.22M 
15: EX-101.LAB  XBRL Labels -- lndc-20230528_lab                     XML   2.66M 
16: EX-101.PRE  XBRL Presentations -- lndc-20230528_pre              XML   2.85M 
12: EX-101.SCH  XBRL Schema -- lndc-20230528                         XSD    295K 
136: JSON        XBRL Instance as JSON Data -- MetaLinks              803±  1.29M  
137: ZIP         XBRL Zipped Folder -- 0001005286-24-000030-xbrl      Zip   1.32M  


‘EX-31.2’   —   Certification — §302 – SOA’02


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  Document  

Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, John D. Morberg, certify that:
1.I have reviewed this annual report on Form 10-K of Lifecore Biomedical, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
  
By:/s/ John D. Morberg
 John D. Morberg
  Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:3/20/24
Filed on:3/19/24
For Period end:5/28/23NT 10-K
 List all Filings 


35 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/05/24  Lifecore Biomedical, Inc./DE      8-K:1,2,7,912/31/23   15:15M
 5/23/23  Lifecore Biomedical, Inc./DE      8-K:1,2,7,9 5/22/23   17:4.4M
 5/02/23  Lifecore Biomedical, Inc./DE      8-K:5,9     4/27/23   11:172K
 2/07/23  Lifecore Biomedical, Inc./DE      8-K:1,2     2/07/23   11:26M
 1/10/23  Lifecore Biomedical, Inc./DE      8-K:1,2,3,5 1/09/23   16:118M
11/25/22  Lifecore Biomedical, Inc./DE      8-K:1,3,9  11/25/22   11:10M
11/16/22  Lifecore Biomedical, Inc./DE      8-K:5,7,9  11/14/22   13:205K
11/07/22  Lifecore Biomedical, Inc./DE      8-K:5,9    11/01/22   11:213K
 9/14/22  Lifecore Biomedical, Inc./DE      10-K        5/29/22  112:17M
 8/10/22  Lifecore Biomedical, Inc./DE      8-K:2,5,7,9 8/08/22   14:3.8M
12/17/21  Lifecore Biomedical, Inc./DE      8-K:1,2,9  12/13/21   12:1.2M
10/15/21  Lifecore Biomedical, Inc./DE      8-K:5,9    10/11/21   11:254K
 6/02/21  Lifecore Biomedical, Inc./DE      8-K:1,7     6/01/21   12:380K
 3/08/21  Lifecore Biomedical, Inc./DE      8-K:5,9     3/02/21   13:235K
 2/02/21  Lifecore Biomedical, Inc./DE      8-K:5,9     1/28/21   13:230K
 1/20/21  Lifecore Biomedical, Inc./DE      8-K:5,7,9   1/15/21   14:361K
 1/05/21  Lifecore Biomedical, Inc./DE      8-K:1,2,7,912/31/20   17:5M
10/19/20  Lifecore Biomedical, Inc./DE      8-K:5,8,9  10/14/20    2:78K
10/07/20  Lifecore Biomedical, Inc./DE      10-Q        8/30/20   72:7.1M
 8/14/20  Lifecore Biomedical, Inc./DE      10-K        5/31/20  107:16M
10/21/19  Lifecore Biomedical, Inc./DE      8-K:5,9    10/15/19    2:376K                                   Workiva Inc Wde… FA01/FA
 5/24/19  Lifecore Biomedical, Inc./DE      8-K:5,9     5/24/19    2:39K                                    Workiva Inc Wde… FA01/FA
 5/07/19  Lifecore Biomedical, Inc./DE      8-K:5,9     5/06/19    2:39K                                    Workiva Inc Wde… FA01/FA
12/06/18  Lifecore Biomedical, Inc./DE      8-K:1,2,8,911/30/18    4:3.2M                                   RDG Filings/FA
10/17/18  Lifecore Biomedical, Inc./DE      8-K:1,5    10/10/18    2:111K                                   RDG Filings/FA
 7/30/18  Lifecore Biomedical, Inc./DE      8-K:5       7/25/18    1:21K                                    RDG Filings/FA
 5/25/18  Lifecore Biomedical, Inc./DE      8-K:1,5,8,9 5/22/18    3:111K                                   RDG Filings/FA
 5/02/18  Lifecore Biomedical, Inc./DE      8-K:1,9     4/26/18    2:107K                                   RDG Filings/FA
10/23/17  Lifecore Biomedical, Inc./DE      8-K:5,9    10/19/17    2:64K                                    RDG Filings/FA
 7/24/17  Lifecore Biomedical, Inc./DE      8-K:5       7/19/17    1:18K                                    RDG Filings/FA
 5/10/17  Lifecore Biomedical, Inc./DE      8-K:1,9     5/05/17    2:325K                                   RDG Filings/FA
10/11/13  Landec Corp./CA                   8-K:5,9    10/10/13    2:336K                                   RDG Filings/FA
 7/31/13  Landec Corp./CA                   8-K:5       7/25/13    1:27K                                    RDG Filings/FA
10/16/12  Landec Corp./CA                   8-K:5,9    10/11/12    2:208K                                   RDG Filings/FA
11/07/08  Landec Corp./CA                   8-K:1,3,8,911/06/08    5:147K                                   Business Wire/FA
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