About Lifecore Biomedical

Lifecore Biomedical, Inc. and its subsidiaries design, develop, manufacture, and sell differentiated products for biomaterials and food markets, and license technology applications to partners. In August 2022, the company formally announced that it will become a CDMO-focused life sciences company with a planned corporate rebranding, including renaming the company to Lifecore Biomedical and exploring potential sales opportunities of the company’s remaining Curation Foods assets. The company’s biomedical company, Lifecore Biomedical, Inc. (Lifecore), is a fully integrated contract development and manufacturing organization (CDMO) that offers differentiated capabilities in the development, fill and finish of sterile, injectable pharmaceutical products in syringes and vials. The company’s natural food company, Curation Foods, Inc. (Curation Foods) focuses on innovating and distributing plant-based foods with 100% clean ingredients to retail, club and foodservice channels throughout North America. Segments The company operates through Lifecore and Curation Foods segments. Lifecore segment Lifecore, located in Chaska, Minnesota, is a fully integrated CDMO that offers capabilities in the development, fill and finish of sterile, injectable pharmaceutical products in syringes and vials. It is involved in the manufacture of pharmaceutical-grade sodium hyaluronate (HA) in bulk form, as well as formulated and filled syringes and vials for injectable products used in treating a spectrum of medical conditions and procedures. Lifecore uses its fermentation process and aseptic formulation and filling expertise to be a leader in the development of HA-based products for multiple applications and to take advantage of non-HA device and drug opportunities, which leverage its expertise in manufacturing and aseptic syringe filling capabilities. Lifecore CDMO provides product development services to its partners for HA-based, as well as non-HA based, aseptically formulated and filled products. These services include activities, such as technology development, material component changes, analytical method development, formulation development, pilot studies, stability studies, process validation and production of materials for clinical studies. Curation Foods segment Based in Santa Maria, California, Curation Foods’ primary business is the processing, marketing and selling of guacamole, avocado products, and olive oils and wine vinegars. Curation Foods serves as the corporate umbrella for its portfolio of three natural food brands, O Olive Oil & Vinegar products, and Yucatan Foods, L.P. (Yucatan) and Cabo Fresh authentic guacamole and avocado products. In December 2021 (the ‘Closing Date’), the company and Curation Foods (together, the ‘Sellers’), and Taylor Farms Retail, Inc. (Taylor Farms and together with the Sellers, the ‘Parties’) completed the sale (the ‘Eat Smart Disposition’) of Curation Foods’ Eat Smart business, including its salad and cut vegetable businesses (the ‘Business’), pursuant to the terms of an asset purchase agreement executed by the Parties on December 13, 2021 (the ‘Asset Purchase Agreement’). As part of the Eat Smart Disposition, Taylor Farms acquired, among other assets related to the Business, the manufacturing facility and warehouses (and corresponding equipment) located in Bowling Green, Ohio and Guadalupe, California, as well as inventory, accounts receivable and accounts payable, intellectual property and information related to the Business, and assumed certain liabilities and executory obligations under the company’s and Curation Foods’ outstanding contracts related to the Business, in each case, subject to the terms of the Asset Purchase Agreement. Following the Eat Smart Disposition, and BreatheWay sale subsequent to fiscal year end, Curation Foods retains its O Olive and Yucatan businesses, and the company retains its Lifecore business. As a result of the Eat Smart Disposition, the company met the requirements of ASC 205-20, to report the results of the Eat Smart business as a discontinued operation. Accordingly, the operating results for the Eat Smart business have been reclassified as a discontinued operation. Curation Foods Brands O Olive Oil & Vinegar (O): The company acquired O in 2017. O is based in Petaluma, California, and is the producer of California specialty olive oils and wine vinegars. Its products are sold in natural food, conventional grocery and mass retail stores, primarily in the United States and Canada. Yucatan & Cabo Fresh Avocado Products: The company acquired Yucatan Foods in 2018. As part of the acquisition of Yucatan Foods, Curation Foods acquired the newly built production facility in Guanajuato, Mexico. The company manufactures and sells Yucatan and Cabo Fresh guacamole and avocado food products primarily to the U.S. grocery channel, but also to the U.S. mass retail, Canadian grocery retail and foodservice channels. BreatheWay Packaging Technology: The company’s BreatheWay membrane technology establishes a beneficial packaging atmosphere adapting to changing fresh product respiration and temperature to extend freshness naturally. Subsequent to the year ended May 29, 2022, on June 2, 2022, the company sold its BreatheWay technology business. Windset: As of June 1, 2021, the company held a 26.9% investment ownership in Windset Holding 2010 Ltd. (Windset), a grower of hydroponically-grown produce. Included in discontinued operations are the dividends and the company’s share of the change in fair market value of its investment in Windset. In June 2021, the company and Curation Foods sold all of its equity interests of Windset. Sales and Marketing Curation Foods is supported by dedicated sales and marketing teams located throughout the U.S. and Canada. Government Regulation Lifecore: Some of the company’s and its customers’ products are subject to regulation by the Food and Drug Administration (FDA), which regulates some of the products as medical devices or drug products, which in some cases require FDA approval or clearance, prior to the U.S. distribution of Pre-Market Approval (PMA), or New Drug Applications (NDA), or Pre-Market Notifications, or other submissions and by foreign countries, which regulate some of the products as medical devices or drug products. Curation Foods: In the U.S., food products are primarily regulated by the FDA, which has the authority to inspect the company’s food facilities, and regulates, among other things, food manufacturing, food packing and holding, food additives, food safety, the growing and harvesting of produce intended for human consumption, food transportation, food labeling, food packaging, and food supplier controls, including foreign supplier verification. In addition, advertising of the company’s products is subject to regulation by the Federal Trade Commission (FTC), and operations are subject to certain health and safety regulations, such as those issued under the Occupational Safety and Health Act (OSHA). All of the company’s U.S. facilities and food products must be in compliance with the Federal Food, Drug, and Cosmetic Act (FDC Act) as amended by, among other things, the FDA Food Safety Modernization Act (FSMA). In addition, its operations in Mexico are subject to Mexican regulations through the SAGARPA, and its food products sold into Canada must be in compliance with applicable Canadian food safety and labeling regulations. History The company was founded in 1986. The company was incorporated in California in 1986 and reincorporated as a Delaware corporation in 2008. The company was formerly known as Landec Corporation and changed its name to Lifecore Biomedical, Inc. in November 2022.