Lifecore Biomedical, Inc. DE

Lifecore Biomedical, Inc. (the “Company”) could not complete the filing of its Annual Report on Form 10-K for the fiscal year ended May 26, 2024 (the “2024 Form 10-K”) on a timely basis without unreasonable effort and expense, as a result of the following: • On March 20, 2024, the Company filed with the Securities and Exchange Commission (the “SEC”) its Annual Report on Form 10-K for the fiscal year ended May 28, 2023 (the “2023 Form 10-K”), which also contained the completed restatements of its previously issued consolidated financial statements as of and for the fiscal years ended May 29, 2022 and May 30, 2021 that were included in the Company’s 2022 Annual Report on Form 10-K/A filed with the SEC on March 16, 2023, and the Company’s unaudited consolidated financial statements as of and for the periods ending August 30, 2020, November 29, 2020, February 28, 2021, August 29, 2021, November 28, 2021, February 27, 2022, August 28, 2022, November 27, 2022 and February 26, 2023 that were included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC. • Following the filing of the 2023 Form 10-K, on March 20, 2024, Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm for the fiscal year ended May 28, 2023, notified the Company that it declined to stand for reappointment as the Company’s independent registered public accounting firm for the Company’s fiscal year ending May 26, 2024. • On April 29, 2024, the Company engaged BDO USA, P.C. to serve as the Company’s new independent registered public accounting firm for the fiscal year ended May 26, 2024. • On August 9, 2024, the Company filed the Company’s Quarterly Reports on Form 10-Q for the periods ended August 27, 2023, November 26, 2023, and February 25, 2024. As a result of the foregoing, the Company will require additional time to complete the preparation and review processes in support of the 2024 Form 10-K

Lifecore Biomedical, Inc. (the “Company”) could not complete the filing of its Quarterly Report on Form 10-Q for the period ended February 25, 2024 (the “Third Quarter Form 10-Q”). On March 20, 2024, the Company finalized the restatement of its previously issued consolidated financial statements as of and for the fiscal years ended May 29, 2022 and May 30, 2021 included in the Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (the “SEC”), the Company’s unaudited consolidated financial statements as of and for the periods ending August 30, 2020, November 29, 2020, February 28, 2020, August 29, 2021, November 28, 2021, February 27, 2022, August 28, 2022, November 27, 2022 and February 26, 2023 included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC and furnished on Form 8-K with the SEC on August 31, 2023(collectively, the “Non-Reliance Periods”) and the filing of the Annual Report on Form 10-K for the fiscal year ended May 28, 2023 (the “2023 Form 10-K”), which delay could not have been eliminated by the Company without unreasonable effort and expense. Following the filing of the 2023 Form 10-K, on March 20, 2024, Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm for the fiscal year ended May 28, 2023, notified the Company had determined that it declined to stand for reappointment as the Company’s independent registered public accounting firm for the Company’s fiscal year ending May 26, 2024

Lifecore Biomedical, Inc. (the “ Company ”) could not complete the filing of its Quarterly Report on Form 10-Q for the period ended November 26, 2023 (the “ Second Quarter Form 10-Q ”), as it continues to finalize the restatement of its previously issued consolidated financial statements as of and for the fiscal years ended May 29, 2022 (“ FY22 ”) and May 30, 2021 (“ FY21 ”) included in the Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (the “ SEC ”), the Company’s unaudited consolidated financial statements as of and for the periods ending August 30, 2020, November 29, 2020, February 28, 2021, August 29, 2021, November 28, 2021, February 27, 2022, August 28, 2022, November 27, 2022 and February 26, 2023 included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC (collectively, the “ Non-Reliance Periods ”), as further described in the Company’s Current Report on Form 8-K filed with SEC on October 30, 2023 (the “ October 30 Form 8-K ”), and the preparation and review processes in support of the Annual Report on Form 10-K for the fiscal year ended May 28, 2023 (the “ 2023 Form 10-K ”) and of the Quarterly Report on Form 10-Q for the period ended August 27, 2023 (the “ First Quarter Form 10-Q ”), which delay could not be eliminated by the Company without unreasonable effort and expense. The Company does not expect to file the Second Quarter Form 10-Q on or before the expiration of the five calendar day extension period provided in Rule 12b-25 of the Securities Exchange Act of 1934, as amended. The Company plans to file Second Quarter Form 10-Q as soon as practicable following the completion and filing of the 2023 Form 10-K and the First Quarter Form 10-Q

Lifecore Biomedical, Inc. (the “Company”) could not complete the filing of its Quarterly Report on Form 10-Q for the period ended August 27, 2023 (the “First Quarter Form 10-Q”), as it continues to finalize the compiling and analyzing of supporting documentation related to the accounting for certain non-routine corporate transactions occurring during the fourth quarter 2023 and the preparation and review processes in support of the Annual Report on Form 10-K for the fiscal year ended May 28, 2023 (the “2023 Form 10-K”), which delay could not be eliminated by the Company without unreasonable effort and expense. The Company does not expect to file the First Quarter Form 10-Q on or before the expiration of the five calendar day extension period provided in Rule 12b-25 of the Securities Exchange Act of 1934, as amended. The Company plans to file First Quarter Form 10-Q as soon as practicable following the completion and filing of the 2023 Form 10-K

Lifecore Biomedical, Inc. (the “Company”) could not complete the filing of its Annual Report on Form 10-K for the fiscal year ended May 28, 2023 (the “2023 Form 10-K”) in a timely manner due to an unexpected delay in obtaining and compiling information required to be included in the 2023 Form 10-K, which delay could not be eliminated by the Company without unreasonable effort and expense. The Company experienced unexpected delays in compiling and analyzing supporting documentation related to the accounting for certain recent non-routine corporate transactions occurring during the fourth quarter 2023, and thus will require additional time to complete the preparation and review processes in support of the 2023 Form 10-K. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company will file its 2023 Form 10-K as soon as practicable

Lifecore Biomedical, Inc. (the “Company”) could not complete the filing of its Quarterly Report on Form 10-Q for the period ended February 26, 2023 (the “Third Quarter Form 10-Q”) in a timely manner due to a delay in obtaining and compiling information required to be included in its Third Quarter Form 10-Q, which delay could not be eliminated by the Company without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Company will file its Third Quarter Form 10-Q as soon as practicable

Lifecore Biomedical, Inc. (the “Company”) is unable to file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q for the period ended November 27, 2022 (the “Second Quarter Form 10-Q”) in a timely manner. The Company experienced an unexpected delay in finalizing the financial statements relating to the assessment of certain asset impairments and subsequent events in the Second Quarter Form 10-Q. Specifically, with respect to its asset impairments, management is assessing its treatment of certain non-cash impairment charges related to the Company’s Curation Foods business contained in its financial statements to be included in the Second Quarter Form 10-Q and its previously issued financial statements covering the Company’s fiscal year ended May 29, 2022 and the fiscal quarter ended August 28, 2022. The Company intends to evaluate the effect of the foregoing charges on the Company’s prior period financial information and on the related internal control over financial reporting, but such evaluation has not yet been completed. Until this evaluation is completed, the Company will not be able to complete the financial statements to be included in the Second Quarter Form 10-Q and will not be in a position to complete and file the Second Quarter Form 10-Q. The Company will file the Second Quarter Form 10-Q as soon as practical

The registrant is unable to file, without unreasonable effort and expense, its Form 10-K annual report for the year ended May 29, 2022 in a timely manner. The registrant experienced unexpected delays in compiling and analyzing supporting documentation related to the accounting for its restructuring activities during the applicable period, and thus will require additional time to complete the Form 10-K and in order to permit the Company's independent registered public accounting firm to complete its audit. The registrant will file the Form 10-K as soon as practical and within the time period provided by Rule 12b-25 for delayed filings