Every material Form 8-K LIFECORE BIOMEDICAL, INC. \DE\ has filed with the SEC since October 20, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Lifecore Biomedical said the U.S. Department of Justice and Federal Trade Commission granted early termination of the HSR Act waiting period on November 4, 2026, satisfying one closing condition of its pending merger with Lifecore Inc. The merger still requires other conditions and approvals, including stockholder adoption of the merger agreement at a special meeting.
Early termination of the HSR Act waiting period granted effective November 4, 2026
Merger agreement with Lifecore Inc. and Hazel Merger Sub, Inc. was signed September 27, 2026
Stockholder approval at a special meeting and other closing conditions remain outstanding
Company filed a preliminary proxy statement; a definitive proxy statement is still planned
Lifecore Biomedical reported third-quarter 2026 revenue of $25.3 million, down 18.6% from $31.1 million a year earlier, and a net loss of $40.1 million, or $1.08 per diluted share, compared with a $10.0 million loss, or $0.29 per share, in the prior-year quarter. The filing attributes much of the larger loss to a $31.3 million change in fair value of a related-party debt derivative liability, while adjusted EBITDA rose to $4.0 million, which matters to shareholders because revenue and reported profit both moved against them.
Q3 2026 revenue was $25.3 million vs. $31.1 million; nine-month revenue was $82.7 million vs. $105.7 million.
Q3 2026 net loss was $40.1 million, or $1.08 per diluted share, vs. a $10.0 million loss, or $0.29 per share, a year earlier.
Q3 change in fair value of debt derivative liability, related party, was a $31.3 million charge; Q3 adjusted EBITDA was $4.0 million vs. $3.1 million.
Liquidity was approximately $38.0 million at September 30, 2026, including $23.0 million in cash and $15.0 million of revolving credit availability.
Lifecore Biomedical's board set November 4, 2026 as the record date for a special meeting of stockholders to vote on adopting the merger agreement signed September 27, 2026. Stockholders of record at the close of business on that date will be entitled to vote, so the filing marks a step toward the shareholder vote on the pending deal.
Merger Agreement dated September 27, 2026, with Lifecore Inc. and Hazel Merger Sub, Inc.
Board set November 4, 2026 as record date for the special meeting of stockholders
Special meeting will vote on adopting the Merger Agreement and approving the merger
Company will file a preliminary proxy statement with the SEC
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