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4: EX-99.1 Miscellaneous Exhibit HTML 14K
8: R1 Document and Entity Information Document HTML 47K
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iCommon Stock
iLFCR
iThe
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
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. ☐
On November 14, 2022,
Lifecore Biomedical, Inc., a Delaware corporation (the “Company”), filed an amendment to the Company’s Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware to change the Company’s name from Landec Corporation to Lifecore Biomedical, Inc. (the “Name Change”), which was approved by the board of directors (the “Board”) of the Company, and which became effective on November 14, 2022. Pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, the Name Change did not require approval
of the Company’s stockholders and will not affect the rights of the Company’s security holders.
In
connection with the Name Change, the Company also changed the trading symbol under which its common stock is traded with The NASDAQ Global Select Market from “LNDC” to “LFCR,” effective as of the opening of market trading on November 15, 2022. There is no change to the CUSIP number for the Company’s common stock.
The foregoing description of the Name Change, the Name Change Charter Amendment and the Bylaws Amendment is only a summary and is qualified in its entirety by reference to the full text of the Name Change Charter Amendment and the Bylaws
Amendment, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K (this “Current Report”) and are incorporated by reference herein.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended.
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
2
SIGNATURE
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 hereunto duly authorized.