SEC Form SC 13D/A filed by Landec Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Lifecore Biomedical, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

514766104

(CUSIP Number)

ARON R. ENGLISH

22NW, LP

590 1^st Ave. S

Unit C1

Seattle, Washington 98104

(206) 227-3078

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 26, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Including 1,414,776 Shares currently issuable upon the conversion of certain shares of Series A Preferred Stock. The remaining shares of Series A Preferred Stock held by certain of the Reporting Persons are subject to the Beneficial Ownership Limit and are not currently convertible.

** Percentage is based upon 31,736,945 Shares outstanding, consisting of (i) 30,322,169 Shares outstanding as of May 26, 2023, which is the total number of shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 2, 2023, plus (ii) 1,414,776 Shares currently issuable upon the conversion of certain shares of Series A Preferred Stock.

* Including 1,414,776 Shares currently issuable upon the conversion of certain shares of Series A Preferred Stock. The remaining shares of Series A Preferred Stock held by certain of the Reporting Persons are subject to the Beneficial Ownership Limit and are not currently convertible.

** Percentage is based upon 31,736,945 Shares outstanding, consisting of (i) 30,322,169 Shares outstanding as of May 26, 2023, which is the total number of shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 2, 2023, plus (ii) 1,414,776 Shares currently issuable upon the conversion of certain shares of Series A Preferred Stock.

* Including 1,414,776 Shares currently issuable upon the conversion of certain shares of Series A Preferred Stock. The remaining shares of Series A Preferred Stock held by certain of the Reporting Persons are subject to the Beneficial Ownership Limit and are not currently convertible.

** Percentage is based upon 31,736,945 Shares outstanding, consisting of (i) 30,322,169 Shares outstanding as of May 26, 2023, which is the total number of shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 2, 2023, plus (ii) 1,414,776 Shares currently issuable upon the conversion of certain shares of Series A Preferred Stock.

* Including 1,414,776 Shares currently issuable upon the conversion of certain shares of Series A Preferred Stock. The remaining shares of Series A Preferred Stock held by certain of the Reporting Persons are subject to the Beneficial Ownership Limit and are not currently convertible.

** Percentage is based upon 31,736,945 Shares outstanding, consisting of (i) 30,322,169 Shares outstanding as of May 26, 2023, which is the total number of shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 2, 2023, plus (ii) 1,414,776 Shares currently issuable upon the conversion of certain shares of Series A Preferred Stock.

* Including 1,414,776 Shares currently issuable upon the conversion of certain shares of Series A Preferred Stock. The remaining shares of Series A Preferred Stock held by certain of the Reporting Persons are subject to the Beneficial Ownership Limit and are not currently convertible.

** Percentage is based upon 31,736,945 Shares outstanding, consisting of (i) 30,322,169 Shares outstanding as of May 26, 2023, which is the total number of shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 2, 2023, plus (ii) 1,414,776 Shares currently issuable upon the conversion of certain shares of Series A Preferred Stock.

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

On June 26, 2023, Ryan W. Broderick’s employment with 22NW was terminated. Accordingly, as of such date, Mr. Broderick is no longer a member of the Section 13(d) group and shall cease to be a Reporting Person upon the filing of this Amendment No. 1. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6.

Item 6 is hereby amended to add the following:

On June 28, 2023, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 1 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent as required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 28, 2023