UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 SCHEDULE 13G

(Amendment No. )*

Under the Securities Exchange Act of 1934

Lifecore Biomedical Inc.

(Name of Issuer)

Common Stock

(Titles of Class of Securities)

514766104

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒

Rule 13d-1(b)

☐

Rule 13d-1(c)

☐

Rule 13d-1(d)

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAME OF REPORTING PERSON David Capital Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 1,655,000
		6	SHARED VOTING POWER - 0 -
		7	SOLE DISPOSITIVE POWER 1,655,000
		8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,655,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.36% (1)
12	TYPE OF REPORTING PERSON IA, CO

(1)

Based on 30,898,255 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 27, 2024, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“Commission”) on October 4, 2024.

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1	NAME OF REPORTING PERSON David Capital Partners Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 1,355,000
		6	SHARED VOTING POWER - 0 -
		7	SOLE DISPOSITIVE POWER 1,355,000
		8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,355,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.38% (2)
12	TYPE OF REPORTING PERSON PN

(2)

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1	NAME OF REPORTING PERSON Pleiades Investment Partners DC, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 300,000
		6	SHARED VOTING POWER - 0 -
		7	SOLE DISPOSITIVE POWER 300,000
		8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.97% (3)
12	TYPE OF REPORTING PERSON PN

(3)

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Item 1(a).

Name of Issuer:

Lifecore Biomedical Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

3515 Lyman Boulevard

Chaska, Minnesota

Item 2(a).

Name of Person Filing:

This Schedule 13G is being filed by David Capital Partners, LLC, a Delaware Limited Liability Company and Investment Manager (“David Capital”). The persons reporting information on this Schedule 13G include, in addition to David Capital, Delaware Limited Partnership, David Capital Partners Fund, LP and a Delaware Limited Partnership, Pleiades Investment Partners DC, LP (each, a “Reporting Person” and, together, the “Reporting Persons”).

David Capital directly holds 1,655,000 shares of Common Stock on behalf of its advisory clients. Each of the Reporting Persons listed in this filing certify the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that effect.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

The registered office of David Capital Partners, LLC and David Capital Partners Fund, LP is 737 N. Michigan Avenue, Suite 1405, Chicago, Illinois 60611.

Item 2(c).

Citizenship:

See response to Item 4 of each of the cover pages.

Item 2(d).

Titles of Classes of Securities:

Common Stock, $0.001 par value per share

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Item 2(e).

CUSIP Number:

514766104

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

	(a)	☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
	(b)	☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
	(c)	☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
	(d)	☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	☒ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)	☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)	☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
	(i)	☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
	(j)	☐ Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
	(k)	☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).
	If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership

	(a)	Amount Beneficially Owned:
		See responses to Item 9 on each cover page.
	(b)	Percent of Class:
		See responses to Item 11 on each cover page.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

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	(ii)	Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.

	(iii)	Sole power to dispose or to direct the disposition of:

		See responses to Item 7 on each cover page.

	(iv)	Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on

By the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

Each of the Reporting Persons listed in this filing certify the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 12, 2024

	David Capital Partners, LLC

	By:	/s/ Adam J. Patinkin
	Name:	Adam J. Patinkin
	Title:	Managing Partner

LIFECORE BIOMEDICAL INC SC 13G