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Subsequent Events | 6 Months Ended
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Nov. 24, 2024
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events Limited Waivers and Amendments to Credit Agreements On November 26, 2024, the Company entered into (i) that certain Limited Waiver Under and Ninth Amendment to Credit Agreement (the “BMO Amendment”) by and among the Company, Curation Foods and Lifecore Biomedical Operating Company, Inc. (“Lifecore” and, together with the Company and Curation Foods, the “Borrowers”), certain of the Company’s other subsidiaries, and BMO Bank, N.A. (“BMO”), which amended that certain Credit Agreement, dated as of December 31, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the BMO Amendment, the “Revolving Credit Agreement”), by and among the Borrowers, certain of the Company’s other subsidiaries, as guarantors, and BMO, as administrative agent, swing line lender and a letter of credit issuer and (ii) that certain Limited Waiver Under and Third Amendment to Credit and Guaranty Agreement (the “Alcon Amendment” and, together with the BMO Amendment, the “Credit Agreement Amendments”), by and among the Borrowers, certain of the Company’s other subsidiaries, and Alcon, which amended that certain Credit and Guaranty Agreement, dated May 22, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Alcon Amendment, the “Term Loan Credit Agreement”), by and among the Borrowers, certain of the Company’s other subsidiaries, as guarantors, and Alcon, as administrative agent, collateral agent and lender. The BMO Amendment provides for, among other things, (i) an extension of the maturity date under the Revolving Credit Agreement from December 31, 2025 to November 26, 2027, (ii) certain changes to the applicable interest rates under the Revolving Credit Agreement, and (iii) certain other changes with respect to the Company’s financial and reporting covenants. The Alcon Amendment provides for, among other things, certain other changes with respect to the Company’s financial and reporting covenants to align with the Revolving Credit Agreement’s financial and reporting covenants, as implemented pursuant to the BMO Amendment. The Company is required to pay fees of $280 to BMO in connection with the Credit Agreement Amendments. Investor Dispute On December 23, 2024, 22NW Fund, L.P. (“22NW”), a holder of shares of the Company’s common stock and Convertible Preferred Stock, filed a complaint against the Company, two former officers, and four former or current directors in the Commercial Division of the Supreme Court of the State of New York, New York County. The complaint seeks money damages (including compensatory damages, court costs, and attorneys’ fees) for (i) alleged material misrepresentations by the Company on which 22NW allegedly relied when purchasing its shares of Convertible Preferred Stock, and (ii) alleged breaches of that certain Securities Purchase Agreement, dated January 9, 2023, by and between the Company and certain investors, including 22NW, related to the purchase of Convertible Preferred Stock (the “SPA”). 22NW further seeks an order of specific performance for breach of the SPA, seeking to cause the Company to file a proxy statement with the SEC and to hold a stockholder meeting to seek to approve the removal of the current cap on the conversion of Convertible Preferred Stock into Company common stock as set forth in the Certificate of Designations related to the Convertible Preferred Stock. The Court has set a hearing on January 21, 2025 to entertain the investor’s request for specific performance. The Company intends to defend itself vigorously against these claims. Included in the complaint are statements that the Company owes 22NW registration penalties caused by the Company’s failure to maintain an effective registration statement with respect to the Series A, which have been previously accrued by the Company. See Note 13 – Convertible Preferred Stock and Common for more information. The Company has assessed the remaining elements of the complaint and determined that any potential loss arising from these claims is not currently probable or estimable.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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