22NW Fund, LP → Lifecore Biomedical, Inc. LFCR

Item 4 is hereby amended to add the following: The Reporting Persons are holders of shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), of the Issuer, with rights as provided in the Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock of the Issuer (the "Certificate of Designations"). Section 8 of the of the Certificate of Designations, provides that from and after June 29, 2026, each holder of Series A Preferred Stock shall have the right to require that the Issuer redeem all or any portion of the conversion amount of such Holder's Series A Preferred Stock then outstanding, with such redemption to occur on the date which is the one hundred eightieth (180th) day, or the next business day if such date is not a business day, from the date the holder of Series A Preferred Stock gives notice to the Issuer. Any such redemption shall be pursuant to the terms of the Certificate of Designations. On June 30, 2026, the Reporting Persons submitted an optional redemption notice to the Issuer pursuant to Section 8 of the Certificate of Designations for 19,068.833524 shares of Series A Preferred Stock, plus all accrued and unpaid dividends, as well as all shares of Series A Preferred Stock paid as PIK dividends following June 30, 2026, representing the Reporting Persons' entire holdings of Series A Preferred Stock. The redemption date as set forth in the notice is December 28, 2026. Upon the occurrence of the redemption, the Reporting Persons' entire holdings of Series A Preferred Stock shall be purchased by the Issuer for cash and the Reporting Persons shall not hold any shares of Series A Preferred Stock. In its Form 10-Q filed May 6, 2026, the Issuer stated: "To make such cash redemption payments the Company would be required to obtain consent to such redemption payments or waiver of the restriction on cash dividends and/or redemptions set forth in each of the Company's credit agreements." 22NW believes that if the Issuer imposes this restriction on the redemption of its shares of Series A Preferred Stock it will be in contravention of the Certificate of Designations. 22NW intends to file a motion with the Supreme Court of the State of New York, County of New York to amend its outstanding Complaint against the Issuer and certain former directors and officers of the Issuer to, among other things, include a claim that when the Issuer entered into its current credit agreements in May 2023 it breached that certain Securities Purchase Agreement dated as of January 9, 2023, under which 22NW and other investors purchased the Series A Preferred Stock.