0001104659-23-003064.txt : 20230111 0001104659-23-003064.hdr.sgml : 20230111 20230111162045 ACCESSION NUMBER: 0001104659-23-003064 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230109 FILED AS OF DATE: 20230111 DATE AS OF CHANGE: 20230111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056835 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-04136 FILM NUMBER: 23523822 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-04136 FILM NUMBER: 23523824 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OBUS NELSON CENTRAL INDEX KEY: 0001017043 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-04136 FILM NUMBER: 23523819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD CENTRAL INDEX KEY: 0001030806 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-04136 FILM NUMBER: 23523823 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wynnefield Capital, Inc. Profit Sharing Plan CENTRAL INDEX KEY: 0001289453 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-04136 FILM NUMBER: 23523820 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0278 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP I CENTRAL INDEX KEY: 0001251565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-04136 FILM NUMBER: 23523825 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD CAPITAL INC CENTRAL INDEX KEY: 0001251567 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-04136 FILM NUMBER: 23523821 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDES JOSHUA CENTRAL INDEX KEY: 0001251568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-04136 FILM NUMBER: 23523818 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIFECORE BIOMEDICAL INC CENTRAL INDEX KEY: 0000028626 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 410948334 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 3515 LYMAN BLVD CITY: CHASKA STATE: MN ZIP: 55318-3051 BUSINESS PHONE: 6123684300 FORMER COMPANY: FORMER CONFORMED NAME: DIAGNOSTIC INC DATE OF NAME CHANGE: 19861214 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MEDICAL RESEARCH INC DATE OF NAME CHANGE: 19691118 4 1 tm233102-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2023-01-09 0 0000028626 LIFECORE BIOMEDICAL INC LFCR 0001251565 WYNNEFIELD PARTNERS SMALL CAP VALUE LP I 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0000899083 WYNNEFIELD PARTNERS SMALL CAP VALUE LP 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001030806 WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001056835 WYNNEFIELD CAPITAL MANAGEMENT LLC 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001251567 WYNNEFIELD CAPITAL INC 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001289453 Wynnefield Capital, Inc. Profit Sharing Plan 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001017043 OBUS NELSON 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001251568 LANDES JOSHUA 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 Series A Convertible Preferred Stock 7.00 2023-01-09 4 P 0 1560 1000 A Common Stock 222857 1560 D Series A Convertible Preferred Stock 7.00 2023-01-09 4 P 0 1040 1000 A Common Stock 148571 1040 I See Footnote Series A Convertible Preferred Stock 7.00 2023-01-09 4 P 0 650 1000 A Common Stock 92857 650 I See Footnote Subject to adjustment, as described in the Certificate of Designations of the Series A Convertible Preferred Stock, par value $0.001 per share (the "Convertible Preferred Stock") filed by Lifecore Biomedical, Inc. (the "Company") with the Delaware Secretary of State on January 9, 2023 (the "Certificate of Designation"). The shares of Convertible Preferred Stock are convertible into shares of the Company's Common Stock, $0.001 par value per share (the "Common Stock") upon the events specified in the Certificate of Designation. Represents the number of shares of Common Stock issuable upon conversion of the Convertible Preferred Stock on the date of the reported transaction. Each holder of shares of Convertible Preferred Stock shall be entitled to convert all or any portion of the Conversion Amount (as defined in the Certificate of Designation) into that number of shares of Common Stock divided by the Conversion Price (as defined in the Certificate of Designation), initially $7.00, subject to the adjustments and limitations set forth in the Certificate of Designation, including, without limitation, the Beneficial Ownership Limit and the Exchange Cap (each as defined in the Certificate of Designation). The shares of Convertible Preferred Stock accrue dividends at the rate of 7.5% per annum (on the basis of a 360-day calendar year) on the Stated Value (as defined in the Certificate of Designation), as specified in the Certificate of Designation. To the extent such dividends are paid in-kind, the number of shares of Convertible Preferred Stock and the shares of Common Stock underlying such Convertible Preferred Stock will increase accordingly. Wynnefield Capital Management, LLC, as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the securities that the Reporting Person directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the securities that the Reporting Person directly beneficially owns. The Reporting Person has an indirect beneficial ownership interest in the securities, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Wynnefield Partners Small Cap Value, L.P., which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P., has an indirect beneficial ownership interest in the securities that Wynnefield Partners Small Cap Value L.P. directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the securities that Wynnefield Partners Small Cap Value, L.P. directly beneficially owns. The Reporting Person has an indirect beneficial ownership interest in the securities, which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Exchange Act. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., has an indirect beneficial ownership interest in the securities that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. Nelson Obus and Joshua Landes, as principal executive officers of Wynnefield Capital, Inc., have an indirect beneficial ownership interest in the securities that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. Each of the Reporting Owners identified in this statement disclaims beneficial ownership of the securities described in this statement, except to the extent of their individual respective pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that any of the Reporting Owners identified in this statement are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement other than those directly beneficially owned by them. WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I By: Wynnefield Capital Management, LLC General Partner By: /s/ Nelson Obus Nelson Obus, Managing Member 2023-01-11 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. By: Wynnefield Capital Management, LLC General Partner By: /s/ Nelson Obus, Nelson Obus, Managing Member 2023-01-11 WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital, Inc. By: /s/ Nelson Obus, Nelson Obus, President 2023-01-11 WYNNEFIELD CAPITAL MANAGEMENT, LLC By: /s/ Nelson Obus, Nelson Obus, Managing Member 2023-01-11 WYNNEFIELD CAPITAL, INC. By: /s/ Nelson Obus, Nelson Obus, President 2023-01-11 WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN By: /s/ Nelson Obus, Nelson Obus, Co-Trustee 2023-01-11 /s/ Nelson Obus Nelson Obus, individually 2023-01-11 /s/ Joshua Landes Joshua Landes, individually 2023-01-11