Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

[•], 2026

To my fellow Lifecore Biomedical stockholders:

You are cordially invited to attend a special meeting of stockholders of Lifecore Biomedical, Inc., a Delaware corporation (the “Company,” “Lifecore,” “we,” “us” and “our”), on [•], 2026, at 10:00 a.m. Central Time (unless the special meeting is adjourned or postponed), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting virtualshareholdermeeting.com/LFCR2026SM. You will not be able to attend the special meeting physically in person. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” and “in person” mean virtually present at the special meeting.

On September 27, 2026, the Company entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “merger agreement”) with Lifecore Inc., a Delaware corporation (“Parent”), and Hazel Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Webster Equity Partners.

The merger agreement provides that, among other things, on the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent.

At the effective time of the merger (the “effective time”), each share of common stock of the Company (the “common stock”) issued and outstanding immediately prior to the effective time, excluding any excluded shares, will be canceled and cease to exist and be converted into the right to receive $6.28 per share in cash, without interest plus one (1) contingent value right per share (each, a “CVR”). Excluded shares are shares of common stock or shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) of the Company that are held by the Company, Parent or Merger Sub, and dissenting shares.

At the effective time, each share of Series A Preferred Stock issued and outstanding immediately prior to the effective time, excluding any excluded shares, will be canceled and cease to exist and be converted into the right to receive an amount in cash per share of Series A Preferred Stock equal to the “Conversion Amount” as defined in Section 3 of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) plus one (1) CVR per share of common stock into which the Series A Preferred Stock is convertible as of immediately prior to the effective time under the Certificate of Designations. As of September 27, 2026, the Conversion Amount represents an amount equal to $6.53 per share of common stock into which the Series A Preferred Stock would have been convertible as of such date.

Each CVR represents the right to receive the milestone payment amounts, if any, when and if payable, subject to the terms and conditions set forth in a Contingent Value Rights Agreement (the “CVR agreement”) to be entered into at or prior to the effective time, among Parent, the Company and a rights agent. 

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger, the CVR agreement and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and a copy of the merger agreement attached as Appendix A, as they contain important information about, among other things, the merger and how it affects you. The CVR agreement is attached as Exhibit C to the merger agreement.

The board of directors of the Company (the “Board”) and the Transaction Committee of the Board (the “Transaction Committee”) have reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board, having received the unanimous recommendation of the Transaction Committee, unanimously (i) determined that the entry into the merger agreement and the consummation of the transactions contemplated thereby, including the merger, are advisable, and in the best interest of, the Company and its stockholders, (ii) authorized and approved the execution,

delivery and performance by the Company of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and (iii) subject to the terms and conditions of the merger agreement, recommended that the Company’s stockholders adopt the merger agreement and approve the merger and the other transactions contemplated thereby.

At the special meeting, the Company’s stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement (the “merger agreement proposal”), (2) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the transactions contemplated by the merger agreement, including the merger (the “advisory compensation proposal”), and (3) a proposal to approve any adjournment of the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to adopt the merger agreement (the “adjournment proposal”). The Board recommends you vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

Your vote is important. We cannot complete the merger unless the merger agreement proposal is approved by the affirmative vote (in person or by proxy) of the holders of a majority of the aggregate combined voting power of the outstanding shares of common stock and shares of Series A Preferred Stock (voting on an as-converted basis) entitled to vote thereon at the special meeting. Whether or not you plan to attend the special meeting as a stockholder, we want to make sure your shares of common stock and shares of Series A Preferred Stock are represented at the special meeting. Please promptly follow the voting instructions provided on the enclosed proxy card or voting instruction form, as applicable, to submit your vote.

After reading the accompanying proxy statement, if you are a holder of common stock or Series A Preferred Stock, please authorize a proxy to vote your shares by completing, dating, signing and returning your proxy card by mail or by granting your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card or voting instruction form, as applicable). You may also vote your shares of common stock or Series A Preferred Stock by attending and voting at the special meeting. Instructions regarding the methods of authorizing your proxy for shares are detailed in the section of the accompanying proxy statement entitled “The Special Meeting–Voting Procedures.” If you virtually attend the special meeting and vote your shares of common stock or shares of Series A Preferred Stock at the special meeting, your vote will revoke any proxy that you have previously submitted. If you hold shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote those shares of common stock or Series A Preferred Stock. Your bank, broker or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you have any questions or need assistance voting, please contact our proxy solicitor, Campaign Management, LLC by telephone at (844) 400-3680 or by email at info@campaign-mgmt.com.

On behalf of the Board, thank you for your continued support.

Sincerely,

 

Paul Josephs

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger, the merger agreement or the other transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense.

The accompanying notice and proxy statement are dated [•], 2026 and, together with the enclosed form of proxy card, are first being mailed to the Company’s stockholders on or about [•], 2026.

TO THE STOCKHOLDERS OF LIFECORE BIOMEDICAL, INC.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (including any postponement(s) or adjournment(s), the “special meeting”) of Lifecore Biomedical, Inc., a Delaware corporation (the “Company,” “Lifecore,” “we,” “us” and “our”), will be held virtually via live webcast on [•], [•], 2026 at 10:00 a.m. (Central Time). The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting virtualshareholdermeeting.com/LFCR2026SM. The Company’s stockholders will not be able to attend the special meeting physically in person. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” and “in person” mean virtually present at the special meeting.

In this notice and in the enclosed proxy statement, shares of common stock, par value $0.001 per share, of the Company (“common stock”) and shares of Series A Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) are referred to collectively as “Shares.”

The purpose of the special meeting is to consider and vote upon the following proposals:

Only holders of record of Shares at the close of business on November 4, 2026, the record date for the special meeting, are entitled to receive the notice of, and to vote at, the special meeting and any postponement or adjournment thereof.

On all proposals presented at the special meeting, the holders of common stock and the holders of Series A Preferred Stock vote together as a single class. The holders of common stock are entitled to one vote for each share of common stock held as of the record date and the holders of Series A Preferred Stock are entitled to the whole number of votes equal to the number of shares of common stock into which such holder’s shares of Series A Preferred Stock would be convertible as of the record date.

The merger agreement proposal must be approved by the affirmative vote (in person or by proxy) of the holders of a majority of the aggregate combined voting power of the outstanding Shares entitled to vote thereon at the special meeting. Assuming a quorum is present, if you fail to authorize a proxy to vote your Shares or vote at the special meeting, fail to instruct your bank, broker or other nominee on how to vote, or abstain from voting on the merger agreement proposal, it will have the same effect as a vote “AGAINST” the merger agreement proposal. Accordingly, for approval of the merger agreement proposal, your vote is very important regardless of the number of

Shares that you own. Whether or not you plan to attend the special meeting, we request that you vote your Shares promptly. If you attend the special meeting and you are a stockholder of record at the close of business on the record date, you may continue to have your Shares voted as instructed in your proxy, or you may withdraw your proxy and vote your Shares at the special meeting.

Whether or not you plan to attend the special meeting, we want to make sure your Shares are represented at the special meeting. You may cast your vote by authorizing your proxy in advance of the special meeting by mail, over the Internet or by telephone (using the instructions provided in the enclosed proxy card or voting instruction form, as applicable). For voting by mail, please mark, sign, date and return, as promptly as possible, the enclosed proxy card in the postage-paid reply envelope provided. If you attend the special meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your Shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the enclosed voting instruction form from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote your Shares, your Shares will be voted “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting, the merger and the merger agreement. These questions and answers may not address all questions that may be important to you. You should read the more detailed information contained elsewhere in this proxy statement, the appendices to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the merger agreement proposal and the other matters to be voted on at the special meeting described below under “What proposals will be considered at the special meeting?”

In addition, the notice and proxy statement is the Company’s formal notice to you of your appraisal rights under Delaware law.

Holders of Shares will be able to virtually attend and vote at the special meeting by visiting virtualshareholdermeeting.com/LFCR2026SM. You will be required to enter the control number, included on your proxy card, voting instruction form or as you may otherwise receive, which will allow you to participate in the special meeting and vote your shares of common stock or shares of Series A Preferred Stock if you are a Company stockholder as of the record date. We encourage you to access the special meeting before the start time of 10:00 a.m., Central Time. Please allow ample time to log into the audio webcast and test your computer systems.

In certain circumstances, the special meeting could be adjourned to another time, date or place. All references in our proxy materials to the special meeting include any adjournment or postponement of the special meeting.

As of the record date, there were 37,905,846 shares of common stock issued and outstanding and entitled to vote at the special meeting. Each common stockholder is entitled to one vote per share of common stock held by such stockholder on the record date on each of the proposals presented in this proxy statement.

As of the record date, there were 51,127.50 shares of Series A Preferred Stock outstanding. Each holder of Series A Preferred Stock is entitled to the whole number of votes equal to the number of shares of common stock into which such holder’s shares of Series A Preferred Stock would be convertible on the record date. As of the record date, each share of Series A Preferred Stock would convert into approximately 153 shares of our common stock, representing aggregate voting power of the Series A Preferred Stock equivalent to 7,825,882 shares of common stock.

Accordingly, as of the record date, the aggregate combined voting power of the outstanding shares of common stock and shares of Series A Preferred Stock (voting on an as-converted basis) is equal to 45,731,728 shares.

Whether or not you intend to attend the special meeting, we encourage you to authorize a proxy to vote now, online, by phone or by mailing a proxy card to ensure that your vote is counted.

If your shares are held through a broker, bank or other nominee, you are considered the “beneficial owner” of the shares of our common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, to be the stockholder of record. You will receive separate voting instructions with your proxy materials from your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by following their instructions for voting. Please follow their directions carefully.

You are also invited to attend the special meeting. If your shares are held in “street name” through a brokerage firm, bank or other nominee and you do not have a 16-digit control number, in order to participate in the special meeting, you must first obtain a legal proxy from your broker, bank or other nominee. You should follow the instructions that you receive from your bank, broker or other nominee to obtain a legal proxy.

For additional information on how to vote at the special meeting, please see the section of this proxy statement entitled “The Special Meeting—Voting Procedures.”

For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement proposal, please see the section of this proxy statement entitled “The Merger—Recommendation of Our Board; Reasons for the Merger.”

In addition, in considering the recommendation of the Board with respect to the merger agreement, you should be aware that some of the Company’s directors and executive officers may have interests that may be different from, or in addition to, the interests of the Company stockholders generally. Please see the section of this proxy statement entitled “The Merger—Interests of Directors and Executive Officers in the Merger.”

cooperate with Parent and use its reasonable best efforts to cause the common stock to be delisted from Nasdaq and deregistered under the Exchange Act as promptly as practicable following the effective time, and, accordingly, the common stock will no longer be publicly traded.

Under certain specified circumstances, if the merger is not consummated, the Company may be obligated to pay to Parent a termination fee equal to $9,957,716 (or $7,468,287 for certain terminations of the merger agreement during the go-shop period) and, under certain other specified circumstances, Parent may be required to pay the Company a termination fee of $16,181,288.

For more information, please see the sections of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement.”

As of September 27, 2026, the Conversion Amount is $1,000 per share of Series A Preferred Stock plus $18.125 per share of Series A Preferred Stock in accrued and unpaid dividends in arrears.

As of September 27, 2026, the Conversion Amount represents an amount equal to $6.53 per share of common stock into which the Series A Preferred Stock would have been convertible as of such date.

If such Company option has a per share exercise price that is less than the base consideration of $6.28 per share, that option will be converted into the right to receive (A) an amount in cash, without interest, equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time multiplied by (y) the excess of the amount of the base consideration of $6.28 per share over the applicable exercise price per share of such stock option, and (B) one (1) CVR with respect to each share subject to such stock option as of immediately prior to the effective time.

If such Company stock option has a per share exercise price that is equal to or greater than the base consideration of $6.28 per share, that stock option will be cancelled at the effective time without the payment of consideration for that stock option.

Whether or not a quorum is present at the special meeting of the stockholders, a majority of the votes cast on the adjournment proposal (in person or by proxy) may adjourn the special meeting, without notice, if the time and place of the new meeting and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the special meeting at which the adjournment is taken.

If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at the special meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting, the special meeting may be postponed or adjourned to solicit additional proxies.

The approval of the advisory compensation proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting. Assuming a quorum is present at the special meeting, a vote of “ABSTAIN”, failures to vote (including a failure to authorize a proxy to vote on your behalf) and broker non-votes will have no effect on the outcome of the advisory compensation proposal.

The approval of the adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting. Assuming a quorum is present at the special meeting, a vote of “ABSTAIN”, failures to vote (including a failure to authorize a proxy to vote on your behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

A broker “non-vote” occurs when a broker holding shares for a beneficial owner does not vote on a proposal because, in respect of such proposal, the broker does not have discretionary voting power and has not received

instructions from the beneficial owner. Under New York Stock Exchange rules, regardless of the exchange on which a company’s shares are listed, banks, brokers and other nominees have discretionary voting power for matters that are considered “routine” but not for matters considered “non-routine.” Without instructions from you, the record holder may not vote on any non-routine matter. In that case, without your voting instructions, a broker non-vote will occur. Accordingly, a bank, broker or other nominee will not have discretionary authority to vote shares of common stock or shares of Series A Preferred Stock because the rules applicable to banks, brokers and other nominees only provide such organization with discretionary authority to vote on proposals that are considered “routine,” whereas each of the proposals to be presented at the special meeting is considered “non-routine.” As a result, no bank, broker or other nominee will be permitted to vote your shares of common stock or shares of Series A Preferred Stock at the special meeting without receiving instructions and we do not expect any broker non-votes on any of the proposals. You should consult your bank, broker or other nominee holder if you have questions about this.

As of September 27, 2026, the Wynnefield Stockholders beneficially owned an aggregate of 4,841,909 shares of common stock and 4,209.28 shares of Series A Preferred Stock and the Legion Stockholders beneficially owned an aggregate of 4,481,329 shares of common stock and 16,189.54 shares of Series A Preferred Stock, representing approximately 27.30% of the aggregate combined voting power of the then-outstanding shares of common stock and shares of Series A Preferred Stock. As of the record date, the shares covered by the voting and support agreements represent approximately 27.34% of the aggregate combined voting power of the then-outstanding shares of common stock and shares of Series A Preferred Stock.

Although the directors and officers of the Company (other than the Company’s directors Nelson Obus and Christopher S. Kiper) are not obligated by any agreement, we currently expect that all directors and executive officers of the Company will vote their shares “FOR” each of the proposals to be presented at the special meeting. For more information regarding the security ownership of directors and executive officers of the Company, see the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management.”

If you convert your Series A Preferred Stock into common stock at any time prior to the effective time, you will become a holder of common stock as of such date and will cease to have rights in the shares of Series A Preferred Stock converted after the conversion date. The number of shares of common stock you receive on conversion will be based upon the Certificate of Designations. If you convert your Series A Preferred Stock into common stock at any time prior to the effective time, you will be entitled to receive the common stock merger consideration, and not the Series A merger consideration, for the number of shares of common stock that you own as of the effective time.

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the special meeting.

If your shares are held in the name of a bank, broker or other holder of record, which is known as being held in “street name,” you will need to revoke or resubmit your proxy through your bank, broker or other nominee and in accordance with its procedures. You should contact your bank, broker or other nominee to revoke your proxy. If your bank, broker or other nominee allows you to submit a proxy via the Internet or by telephone, you may be able to change your vote by submitting a new proxy via the Internet or by telephone (or by mail). If you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares at the special meeting, you may change your vote by attending the special meeting and voting during the live webcast. Please see “The Special Meeting–Voting Procedures” for information on how to vote for each of the proposals.

This proxy statement includes “forward-looking statements” made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe,” “continue,” “pattern,” “plan,” “forecast,” “estimate,” “project,” “intend,” “anticipate,” “expect” and similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing of the merger, the satisfaction of closing conditions relating to the merger, and expectations, goals, projections and benefits relating to the merger, as well as other statements regarding the Company’s goals, intentions and expectations, business plan and growth strategies, and the anticipated future performance of the Company, whether with respect to the merger, the CVR agreement or otherwise.

Forward-looking statements are not historical facts but instead express only the Company’s management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. Actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements because of risks and uncertainties, including, but not limited to: (1) the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of its common stock; (2) the failure to satisfy any of the conditions to the consummation of the transaction, including the receipt of certain regulatory approvals; (3) the failure to obtain stockholder approval of the transaction; (4) the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the Company to pay a termination fee; (5) the risk that the Company’s rights under the merger agreement to pursue or consider a “superior proposal” will not result in a “superior proposal”; (6) the value to stockholders from the CVRs that will be issued as merger consideration to its stockholders is uncertain and the holders of the CVRs may receive less-than-anticipated payments (or no payments) with respect to the CVRs after the closing of the proposed transaction; (7) the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally; (8) risks related to the diversion of management’s attention from the Company’s ongoing business operations; (9) unexpected costs, charges or expenses resulting from the proposed transaction; (10) potential litigation relating to the proposed transaction that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; (11) certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to make changes in its business, pursue certain business opportunities or strategic transactions; (12) uncertainties pertaining to other business effects, including the effects of industry, market, economic, political or regulatory conditions, future interest rates and changes in tax and other laws, regulations, rates and policies, and (13) the effect of the announcement or pendency of the transaction on the Company’s business, operating results and relationships with collaborators, vendors, competitors and others. If any of these risks materialize or any of these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

Please refer to the Company’s annual report to stockholders, which is the Transition Report on Form 10-KT for the transition period from May 26, 2025 to December 31, 2025, filed with the SEC on March 16, 2026, as well as the Company’s other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements. See the section entitled “Where You Can Find More Information” on page 126 for information on how to obtain the Company’s SEC filings.

There may be additional risks that the Company presently does not know of or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The forward-looking statements included in this proxy statement are made only as of the date hereof.

Except as required by law, the Company does not undertake any obligation to update any forward-looking information contained in this proxy statement, whether as a result of new information, future events, or otherwise.

Lifecore Biomedical, Inc. is a fully integrated contract development and manufacturing organization (CDMO) that offers highly differentiated capabilities in the development, fill and finish of sterile injectable pharmaceutical products in syringes, vials, and cartridges, including complex formulations. As a leading manufacturer of premium, injectable-grade hyaluronic acid, Lifecore brings more than 40 years of expertise as a partner for global and emerging biopharmaceutical and biotechnology companies across multiple therapeutic categories to bring their innovations to market.

The Company was incorporated under the laws of the State of Delaware under its prior corporate name in 2007. Our principal executive offices are located at 3515 Lyman Boulevard, Chaska, Minnesota 55318, and our telephone number is (952) 368-4300. Our common stock is currently listed on the Nasdaq Global Select Market under the ticker symbol “LFCR.”

Lifecore Inc. is a Delaware corporation. Parent was formed on September 8, 2026, solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and debt financing in connection with the merger.

The principal executive offices of Parent are c/o Webster Equity Partners, 950 Winter Street, 4th Floor, North Entrance, Waltham, MA 02451.

Hazel Merger Sub, Inc. is a Delaware corporation and a wholly-owned subsidiary of Parent. Merger Sub was formed on September 8, 2026 solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and debt financing in connection with the merger. Upon completion of the merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation.

Merger Sub’s principal executive offices are c/o Webster Equity Partners, 950 Winter Street, 4th Floor, North Entrance, Waltham, MA 02451.

We will hold a special meeting of stockholders at 10:00 a.m. Central Time on [•], [•], 2026.

You will not be able to attend the special meeting physically in person. Stockholders will be able to virtually attend and vote at the special meeting by visiting virtualshareholdermeeting.com/LFCR2026SM. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” and “in person” mean virtually present at the special meeting.

You may attend the special meeting virtually by visiting virtualshareholdermeeting.com/LFCR2026SM.

You will be required to enter the control number, included on your proxy card, voting instruction form or as you may otherwise receive, which will allow you to participate in the special meeting and vote your shares of common stock or shares of Series A Preferred Stock if you are a stockholder as of the record date.

If you plan to attend the special meeting virtually, we encourage you to access the special meeting before the start time of 10:00 a.m., Central Time. Please allow ample time to log into the audio webcast and test your computer systems. You may begin to log into the special meeting website approximately 15 minutes prior to the start of the special meeting.

The special meeting website is fully supported across browsers (Edge, Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) that have the most updated version of applicable software and plugins installed. Stockholders should ensure that they have a strong Internet connection if they intend to virtually attend the special meeting.

If you encounter any difficulties accessing the special meeting, please call the technical support number that will be provided on the special meeting website. Technical support will be available beginning approximately 15 minutes prior to the start of the special meeting through its conclusion.

Additional information regarding related rules of conduct and other materials for the special meeting will be available during the special meeting at virtualshareholdermeeting.com/LFCR2026SM.

All stockholders are entitled to attend the special meeting. However, you are entitled to participate, meaning you are entitled to vote and submit questions at the special meeting, only if you were a stockholder of record as of the close of business on the record date, or if you were a “street name” or beneficial owner of shares as of the record date and you obtain a legal proxy.

If your shares are held in “street name” through a brokerage firm, bank or other nominee and you do not have a 16-digit control number, in order to participate in the special meeting, you must first obtain a legal proxy from your broker, bank or other nominee. You should follow the instructions that you receive from your bank, broker or other nominee to obtain a legal proxy.

If you request a legal proxy from your bank, broker or other nominee, you should note that the issuance of the legal proxy will invalidate any prior voting instructions you have given and will prevent you from giving any further voting instructions to your bank, broker or other nominee to vote on your behalf and, in that case, you would only be able to vote at the special meeting. Failure to provide a legal proxy may invalidate any votes placed at the special meeting.

The purpose of the special meeting is to consider and vote upon the following proposals:

A copy of the merger agreement is attached to this proxy statement as Appendix A. The CVR agreement is attached as Exhibit C to the merger agreement.

The Board and the Transaction Committee have reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board, having received the unanimous recommendation of the Transaction Committee, unanimously (i) determined that the entry into the merger agreement and the consummation of the transactions contemplated thereby, including the merger, are advisable, and in the best interest of, the Company and its stockholders, (ii) authorized and approved the execution, delivery and performance by the Company of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and (iii) subject to the terms and conditions of the merger agreement, recommended that the Company’s stockholders adopt the merger agreement and approve the merger and the other transactions contemplated thereby. Accordingly, the Board recommends a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal. For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement proposal, please see the section of this proxy statement entitled “The Merger—Recommendation of Our Board; Reasons for the Merger.”

The Board has fixed November 4, 2026 as the record date for the special meeting. We have two classes of outstanding voting securities: common stock and Series A Preferred Stock. Only the holders of record of common stock or Series A Preferred Stock at the close of business on November 4, 2026, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting. On all proposals presented at the special meeting, the holders of common stock and the holders of Series A Preferred Stock vote together as a single class.

As of the record date, there were 37,905,846 shares of common stock issued and outstanding and entitled to vote at the special meeting. Each common stockholder is entitled to one vote per share of common stock held by such stockholder on the record date on each of the proposals presented in this proxy statement.

As of the record date, there were 51,127.50 shares of Series A Preferred Stock outstanding. Each holder of Series A Preferred Stock is entitled to the whole number of votes equal to the number of shares of common stock into which such holder’s shares of Series A Preferred Stock would be convertible on the record date. As of the record date, each share of Series A Preferred Stock would convert into approximately 153 shares of our common stock, representing aggregate voting power of the Series A Preferred Stock equivalent to 7,825,882 shares of common stock.

Accordingly, as of the record date, the aggregate combined voting power of the outstanding shares of common stock and shares of Series A Preferred Stock (voting on an as-converted basis) is equal to 45,731,728 shares.

At the special meeting and for at least 10 days prior to the special meeting, the names, addresses, and number of shares registered in the name of each Company stockholder entitled to vote at the special meeting will be available for inspection for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m. Central Time, at the Company’s principal executive offices located at 3515 Lyman Boulevard, Chaska, Minnesota 55318, by contacting the Corporate Secretary of the Company.

A majority of the aggregate combined voting power of the shares of common stock and shares of Series A Preferred Stock entitled to vote, present in person or represented by proxy, constitutes a quorum for the transaction of business at the special meeting. Shares present virtually during the special meeting will be considered Shares present in person at the special meeting. The inspector of election will treat votes of “ABSTAIN” as present for purposes of determining the presence of a quorum. Shares held in street-name will not be counted as shares present for purposes of determining the presence of a quorum unless your bank, broker or other nominee has been instructed to vote on at least one of the proposals presented in this proxy statement.

If a quorum is not present for the transaction of business at the special meeting of stockholders, the presiding officer of the meeting may, subject to the terms of the merger agreement, adjourn the special meeting, without notice, if the hour, date and place of the adjourned meeting, if any, and the means of remote communications by which

stockholders and proxyholders may be deemed to be present in person and vote at the adjourned meeting are announced at the special meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at the special meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to approve the merger agreement proposal at the time of the special meeting, we expect that the special meeting will be postponed or adjourned to solicit additional proxies.

The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the aggregate combined voting power of the outstanding shares of common stock and shares of Series A Preferred Stock entitled to vote thereon at the special meeting. Under Delaware law and the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal or adjournment proposal and vice versa.

A vote of “ABSTAIN”, failures to vote (including a failure to authorize a proxy to vote on your behalf) and broker non-votes will have the same effect as a vote “AGAINST” the merger agreement proposal.

The approval of the advisory compensation proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting. Assuming a quorum is present at the special meeting, a vote of “ABSTAIN”, failures to vote (including a failure to authorize a proxy to vote on your behalf) and broker non-votes will have no effect on the outcome of the advisory compensation proposal.

The vote on the advisory compensation proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Because the vote on the advisory compensation proposal is advisory only, it will not be binding on the Company, the Board, Parent or the surviving corporation. Accordingly, because the Company is contractually obligated to pay the compensation that may be paid or become payable to our named executive officers in connection with the transactions contemplated by the merger agreement, including consummation of the merger, if the merger is approved by our stockholders, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the advisory compensation proposal.

The approval of the adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting, whether or not a quorum is present. Assuming a quorum is present at the special meeting, a vote of “ABSTAIN”, failures to vote (including a failure to authorize a proxy to vote on your behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the adjournment proposal and vice versa.

The approval of the adjournment proposal is not a condition to the consummation of the merger.

Your vote is important! Whether or not you plan to attend the special meeting and regardless of the number of shares you own, please cast your vote as soon as possible by following the instructions on the enclosed proxy card or voting instruction form.

If you are a record holder (in other words, you held shares of common stock or shares of Series A Preferred Stock in your own name in the stock register maintained by our transfer agent, Broadridge), there are four ways to vote:

If you hold your shares of common stock or Series A Preferred Stock in “street name” (in other words, your common stock or Series A Preferred Stock is held in the name of your bank, broker or other nominee), you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. In order to vote, complete, date, sign and mail the enclosed voting instruction form from your broker, bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker. To vote at the special meeting, which will have the same effect as revoking any previously submitted voting instructions, you will need to obtain a legal proxy from your bank, broker or other nominee and attend the special meeting (see below). Without following the voting instructions, your common stock and Series A Preferred Stock held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the merger agreement proposal.

If your shares are held in “street name” through a brokerage firm, bank or other nominee and you do not have a 16-digit control number, in order to participate in the special meeting, you must first obtain a legal proxy from your broker, bank or other nominee. You should follow the instructions that you receive from your bank, broker or other nominee to obtain a legal proxy.

A broker “non-vote” occurs when a broker holding shares for a beneficial owner votes on at least one proposal, but does not vote on another proposal because, in respect of such other proposal, the broker does not have discretionary voting power and has not received instructions from the beneficial owner. Under New York Stock Exchange rules, regardless of the exchange on which a company’s shares are listed, banks, brokers and other nominees have discretionary voting power for matters that are considered “routine” but not for matters considered “non-routine.” Without instructions from you, the record holder may not vote on any non-routine matter. In that case, without your voting instructions, a broker non-vote will occur. Accordingly, a bank, broker or other nominee will not have discretionary authority to vote your shares of common stock or your shares of Series A Preferred Stock because the rules applicable to banks, brokers and other nominees only provide such organization with discretionary authority to vote on proposals that are considered “routine,” whereas each of the proposals to be presented at the special meeting is considered “non-routine.” As a result, no bank, broker or other nominee will be permitted to vote your shares at the special meeting without receiving instructions and we do not expect any broker non-votes on any of the proposals. You should consult your bank, broker or other nominee holder if you have questions about this.

For additional questions about the merger, assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Campaign Management, our proxy solicitor assisting us in connection with the special meeting, toll-free at (844) 400-3680 or by email at info@campaign-mgmt.com.

If you complete and submit your proxy card or voting instructions for shares of common stock or shares of Series A Preferred Stock, the persons named as proxies will follow your instructions. If you are a stockholder of record and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies therein will vote all of these shares “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

For Company stockholders of record, any time after you have submitted a proxy and before the proxy is exercised, you may revoke or change your vote in one of four ways:

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the special meeting.

If your shares are held in the name of a bank, broker or other holder of record, which is known as being held in “street name,” you will need to revoke or resubmit your proxy through your bank, broker or other nominee and in accordance with its procedures. You should contact your bank, broker or other nominee to revoke your proxy. If your bank, broker or other nominee allows you to submit a proxy via the Internet or by telephone, you may be able to change your vote by submitting a new proxy via the Internet or by telephone (or by mail). If you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares at the special meeting, you may change your vote by attending the special meeting and voting during the live webcast.

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request brokers to solicit their customers and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice and SEC and Nasdaq regulations.

We may also use the services of our directors, officers and other employees to solicit proxies, personally, by email, or by telephone, without additional compensation. In addition, we have retained Campaign Management, a proxy solicitation firm, to assist our board of directors in the solicitation of proxies for the special meeting. We expect to pay Campaign Management a fee of approximately $13,500 plus an additional fee per call made or received and additional fees for other services as may be agreed by the Company plus reimbursement for certain fees and expenses. Proxies may be solicited by mail, personal interview, email, telephone, or via the internet by Campaign Management.

Although it is not currently expected, the special meeting may be adjourned for the purpose of soliciting additional proxies. Whether or not a quorum is present at the special meeting of the stockholders, a majority of the votes cast on the question, present in person, or by remote communication, may adjourn the special meeting, without notice, provided that the time and place of the new meeting and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the special meeting at which the adjournment is taken.

If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at the special meeting. At any subsequent reconvening of the special meeting at which a quorum is present, any business may be transacted that might have been transacted at the special meeting.

As of the record date, the directors and executive officers of the Company beneficially owned an aggregate of 1,044,597 shares of common stock, or approximately 2.28% of the aggregate combined voting power of the then-outstanding shares of common stock and shares of Series A Preferred Stock, excluding in each case the Shares held by the Wynnefield Stockholders and the Legion Stockholders covered by the voting and support agreements described below.

Although they are not obligated by any agreement, we currently expect that all directors and executive officers of the Company will vote their Shares “FOR” each of the proposals to be presented at the special meeting.

Concurrently with the execution of the merger agreement, the Company and Parent entered into the voting and support agreements with each of the Wynnefield Stockholders and the Legion Stockholders. Subject to the terms and conditions of the voting and support agreements, the Wynnefield Stockholders and the Legion Stockholders agreed to vote their shares of common stock and their shares of Series A Preferred Stock in favor of the merger agreement and the transactions contemplated thereby at the special meeting, which means “FOR” the merger agreement proposal.

As of the record date, the Wynnefield Stockholders beneficially owned an aggregate of 4,841,909 shares of common stock and 4,288 shares of Series A Preferred Stock and the Legion Stockholders beneficially owned an aggregate of 4,481,329 shares of common stock and 16,493 shares of Series A Preferred Stock. As of the record date, the Shares covered by the voting and support agreements represent approximately 27.34% of the aggregate combined voting power of the then-outstanding shares of common stock and shares of Series A Preferred Stock.

If the merger is consummated, persons who do not wish to accept the merger consideration are entitled to seek appraisal of their Shares under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their Shares exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your Shares as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement in respect of the common stock or Series A Preferred Stock. These rights are known as “appraisal rights.” This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. They will receive an amount determined to be the “fair value” of their Shares following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their Shares determined under Section 262 could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record or a beneficial owner of Shares who (1) continuously holds such shares through the effective time, (2) has not voted in favor of or otherwise consented to the merger in writing or otherwise withdrawn, lost or waived appraisal rights (but failure to vote against the merger, alone, will not constitute a waiver of appraisal rights), (3) strictly complies with the procedures under Section 262, (4) does not thereafter withdraw his, her or its demand for appraisal of such shares and (5) in the case of a beneficial owner, a person who (a) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (b) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined in the section of this proxy statement entitled “The Merger—Appraisal Rights”), will be entitled to receive the fair value of his, her or its Shares exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. Voting in person or by proxy, against, abstaining from voting on or failing to vote on the adoption and approval of the merger will not constitute a written demand for appraisal as required by Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should carefully review Section 262 and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement entitled “The Merger—Appraisal Rights.”

Pursuant to the DGCL and the Company’s amended and restated bylaws, only the matters set forth in the notice of special meeting, and no other matters, may be properly brought before the special meeting.

If you have any questions or need assistance in voting, completing your proxy card or have questions regarding the special meeting, please contact our proxy solicitor, Campaign Management, by telephone at (844) 400-3680 or by email at info@campaign-mgmt.com.

We are asking you to approve a proposal to adopt the merger agreement and thereby adopt the merger agreement as a plan of merger and approve the transactions contemplated thereby, including the merger. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the merger and the merger agreement, including the information set forth under the sections of this proxy statement entitled “The Merger” and “The Merger Agreement.” A copy of the merger agreement is attached as Appendix A to this proxy statement. Approval of this proposal is a condition to the consummation of the merger. In the event this proposal is not approved, the merger cannot be consummated.

The Board recommends a vote “FOR”

the approval of the merger agreement proposal.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, we are asking stockholders to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to our named executive officers in connection with the transactions contemplated by the merger agreement, including consummation of the merger. As required by those rules, the Company is asking stockholders to vote on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the merger, as disclosed in the table entitled ‘Golden Parachute Compensation,’ including the associated narrative discussion, and the agreements, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on executive compensation payable in connection with the consummation of the merger is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve such compensation and vice versa. Because the vote is advisory in nature only, it will not be binding on the Company or the Board. Because the Company is contractually obligated to pay such compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the merger is consummated and regardless of the outcome of the advisory vote.

The Board recommends a vote “FOR”

the approval of the advisory compensation proposal.

We are asking our stockholders to approve adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement proposal at the time of the special meeting. The Company currently does not intend to propose adjournment of the special meeting if there are sufficient votes in favor of the merger agreement proposal.

The Board recommends a vote “FOR”

the approval of the adjournment proposal.

The Company is seeking the adoption by Company stockholders of the merger agreement the Company entered into on September 27, 2026 with Parent and Merger Sub. Under the terms of the merger agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent. The Board has authorized and approved the execution, delivery and performance by the Company of the merger agreement and declared the merger agreement advisable and recommends that Company stockholders vote to adopt the merger agreement.

The following summarizes the key meetings and events that led to and immediately followed the signing of the merger agreement. This summary does not purport to catalogue every conversation of or among the members of the Board, the representatives of the Company, or other parties and their respective financial advisors, legal advisors, affiliates or other representatives.

The Board and senior management regularly review and evaluate the Company’s business and long-term strategy, competitive position, historical performance, future prospects and opportunities, with the goal of enhancing stockholder value. These reviews have included discussions about the Company’s strategic alternatives, including continuing to execute on its strategy as a standalone public company and exploring potential acquisition, business combination and sale transactions, and in some cases fielding unsolicited in-bound inquiries.

Following the exploration of a potential strategic acquisition opportunity that ended in August 2025, the Board instructed Paul Josephs, the President and Chief Executive Officer of the Company, to pursue a market education strategy to inform strategic companies and financial sponsors about recent Company progress and capabilities, and to discuss trends and developments in the contract development and manufacturing organization (“CDMO”) industry to assess whether there may be opportunities to pursue transactions that would enhance value for the Company’s stockholders.

Mr. Josephs contacted Bourne Capital Partners, LLC (“Bourne”) in August 2025 and met with representatives of that firm in September 2025 to discuss Bourne’s credentials and their perspectives on the Company. Bourne explained that it is a healthcare-focused investment bank based in Charlotte, North Carolina, which has an active middle market healthcare practice and has completed numerous CDMO and pharmaceutical manufacturing services M&A transactions. Bourne suggested a highly targeted market education strategy process which would provide information to the Company on potential opportunities to explore strategic alternatives. Bourne conducted a review and confirmed to the Company that Bourne had no conflicts of interest in pursuing this strategy with the Company. On September 22, 2025, representatives of Bourne attended a meeting with the Board to discuss Bourne’s credentials and proposed targeted market education strategy, along with a proposed timeline associated with that strategy.

On October 1, 2025, the Company’s senior management team, including Mr. Josephs, Mr. Ryan D. Lake and Mr. Salus, and Bourne representatives held a kick-off call during which representatives of Bourne further outlined the strategy for the market education efforts and the proposed workstreams to develop a financial model and other materials to be shared with participants.

On October 22, 2025, the Board held a meeting, which included members of the Company’s management team, including Mr. Lake and Mr. Salus. Members of the management team provided a summary of growth strategy opportunities, including current customers, pipeline projects and business development opportunities. Other management members provided organizational updates on operations and legal proceedings among other matters. Following management team presentations, Mr. Josephs and Mr. Salus then discussed an engagement letter with Bourne, which was entered into in connection with the Board’s directive for Mr. Josephs to undertake market education efforts regarding the Company and its capabilities. The Board expressed its support for the engagement letter and continued collaboration with Bourne to pursue the initiative.

In connection with those market education efforts, Bourne developed a list of potential candidates for market education meetings and coordinated fireside chat meetings among Mr. Josephs, Mr. Lake, and representatives of strategic companies and financial sponsors in the CDMO and pharma services sector. During October and

November 2025, Bourne coordinated over 40 market education meetings and calls, which generally occurred in connection with Bourne’s CEO Summit and other industry conferences in Charlotte, North Carolina, Frankfurt, and London, as well as scheduled meetings in New York and Chicago. Messaging in the education meetings focused on the progress made by the new executive leadership team led by Mr. Josephs and Mr. Lake, the Company’s transition away from the Landec food business, the Company’s resolved financial issues overcoming debt covenant violations, delayed and restated SEC filings and cash management issues, and its improved operational and business development profile with capacity upgrades, including the new 5-head Groninger fill line.

Representatives of Bourne and the Company populated a virtual data room, and prepared a financial model and confidential information presentation, which were made available to parties that executed an agreeable form of non-disclosure agreement. Over the course of the market education and sale process, twelve parties, including Webster and MedEquity Capital (“MedEquity”) entered into non-disclosure agreements. The non-disclosure agreements contained standstill provisions with customary fall-away provisions, except that the non-disclosure agreement between the Company and Webster did not contain a standstill provision and one other non-disclosure agreement contained a 12-month standstill provision without the same definitive agreement fall-away provision contained in the other agreements.

In response to an inbound call from Company A, a private CDMO in the pharmaceutical industry that was familiar with the Company due to its presence in the industry, Mr. Josephs held three calls with the Chief Executive Officer of Company A between October 9, 2025 and October 24, 2025.

One of the fireside chat meetings at the Bourne CEO Summit held on October 15, 2025 was among Mr. Josephs and representatives of Bourne and MedEquity, a private equity firm focused on the healthcare sector, specifically in pharma services businesses.

On November 4, 2025, Mr. Josephs attended a meeting in New York with Company D, a middle market private equity investment firm focused on healthcare.

On November 25, 2025, the Board held a meeting, which included Mr. Lake, Mr. Salus and representatives of Bourne, to discuss strategy with Bourne. The representatives of Bourne described the market education efforts process undertaken to date and the possibility of advancing to the next stage of active discussions for a transaction. At this meeting, the Board authorized management and Bourne to finalize and disseminate a process letter soliciting non-binding indications of interest for the potential acquisition of the Company. The Board then held an executive session without management, during which the Board discussed the proposal of the Compensation Committee of the Board (the “Compensation Committee”) for discretionary vesting of one additional tranche of PSU awards, which are held by Josephs, Lake and Salus. Under the terms of the PSU award, the per share consideration in a change in control would be used to determine the shares to be vested, with linear interpolation between performance price targets. The Compensation Committee’s proposal was to consider vesting one additional tranche beyond what the PSU award would otherwise vest in a change in control. The Board and Compensation Committee aligned directionally on the exercise of this discretion but determined to revisit this issue at the time of any definitive agreement based on the per share consideration set for the transaction.

On December 8, 2025, Bourne sent process letters to eight parties that had expressed interest, including Company A, Webster (Company B) and MedEquity (Company C), who participated jointly, and Company D, inviting them to complete due diligence and submit offers for the acquisition of the Company.

On December 11, 2025, Mr. Josephs and Mr. Lake hosted a management presentation and site visit by Company A at the Company’s facility in Chaska, Minnesota, and on December 12, 2025, Mr. Josephs and Mr. Lake hosted a site visit by MedEquity at the Company’s facility in Chaska, Minnesota. MedEquity’s potential co-investor, Webster, a private equity firm focused on the healthcare sector, specifically in specialty pharma services businesses, participated virtually. On December 16, 2025, representatives of Webster flew to Minnesota to meet Mr. Josephs for lunch at a Minneapolis restaurant.

On December 15, 2025, the Board held a meeting, which included Mr. Lake, Mr. Salus and representatives of Bourne. Referring to materials previously circulated to the Board, Mr. Lake updated the Board regarding revenue, income statement and Pro Forma Adjusted EBITDA information and risks and opportunities relating to the seven-month transition period from May 26, 2025 through December 31, 2025, and the three-month period ended September 30, 2025, as well as plans for spending on capital expenditures. Mr. Lake advised the Board that he continued to monitor the potential impact of potential fluctuations in customer revenue due to customer demand.

Mr. Josephs provided a status report and overview of discussions and meetings that the Company’s senior management and Bourne have held to date, as well as those expected to be held over the next several business days, with various participants in the Company’s process of exploring the interest of potential buyers of the Company, such process being referred to as “Project Hazel”. In connection with Project Hazel, management prepared a five-year long-range plan (sometimes referred to as the “LRP”) and circulated it to the Board in advance of the meeting, along with a quality of earnings report by a third-party firm (“QoE Report”). Mr. Lake provided an overview of the December 2025 LRP and QoE Report and reviewed certain key items within those draft reports, including potential impacts of customer demand and supply chain initiatives and the Company’s expectations and initiatives with respect to development revenue. At the end of the discussion, the Board expressed its support for senior management to share the December 2025 LRP and QoE Report with participants in Project Hazel. For a summary of the projections included in the December 2025 LRP, see the section of this proxy statement entitled “— Certain Unaudited Prospective Financial Information.”

On December 16, 2025, the December 2025 LRP and QoE Report were posted to the virtual data room and parties that had signed non-disclosure agreements were granted access to those documents.

The Company’s management hosted a virtual management presentation to representatives of Company D on December 19, 2025 and held several calls with Company D and Company A in late December.

On December 30, 2025, the Board held a meeting, which included members of the senior management team. Following a CEO update by Mr. Josephs on business development activities and a report by Mr. Lake on financial results for the transition period from May 26, 2025 through December 31, 2025 and plans for calendar year 2026, Mr. Josephs provided the Board with an update on Project Hazel, including a summary of site visits, management presentations and due diligence reviews conducted following the Board’s approval to proceed with the project, as well as timing expectations for the submission of indications of interest. He noted that the management team would continue to work with Bourne and meet with and respond to interested parties and would provide a formal update to the Board on or before the next scheduled Board update call, as well as interim updates if and as any material developments occur.

On December 31, 2025, Bourne received a nonbinding letter of intent from Company D for acquisition of the Company, which proposed a total enterprise value of $400 million, and a preliminary nonbinding indication of interest from Webster/MedEquity for acquisition of the Company, reflecting a proposed total enterprise value range of $475 million to $505 million. Analysis by Company management and representatives of Bourne estimated that Company D’s proposal reflected a total enterprise value of approximately 14x estimated FY 2026 Pro Forma Adjusted EBITDA, as estimated by Company D, and an implied transaction equity value of $3.33 per share and an approximate 59% discount to the Company’s closing share price of $8.18 on December 31, 2025. Analysis by Company management and representatives of Bourne estimated that Webster/MedEquity’s proposed total enterprise value range reflected 14.9x-15.8x estimated FY 2026 Pro Forma Adjusted EBITDA of $31.9 million based on the December 2025 LRP, and an implied transaction equity value of $5.18 to $5.93 per share of common stock, based on then-current net debt and fully-diluted shares outstanding.

On January 2, 2026, representatives of Company D communicated to representatives of Bourne on a call that Company D had limited room to increase its offer and would pause its participation in the process at that time, while remaining open to re-engaging in the future.

Following discussions with representatives of Bourne and additional diligence, Webster/MedEquity submitted a revised indication of interest on January 20, 2026, which proposed acquiring the Company at an increased indicative total enterprise value range of $525 million to $540 million (which the Company and Bourne representatives estimated to reflect 16.5x – 16.9x FY 2026 estimated Pro Forma Adjusted EBITDA of $31.9 million).

On January 23, 2026, the Board held a meeting, which included Mr. Lake, Mr. Salus, and representatives of Bourne and the Company’s legal counsel, Ballard Spahr LLP (“Ballard Spahr”), for the purpose of providing the Board an update on the status of Project Hazel. A representative of Bourne provided an overview of the extensive market education meetings held by Bourne and Mr. Josephs in October and November 2025, including over 40 fireside chats, followed by the formal process that commenced in December 2025 to consider a potential sale of the Company, which included eight potential parties that received process letters, six of which participated in site visits and/or management presentations in December 2025 and January 2026 and were actively engaged, including Company A, Webster/MedEquity and Company D. The representative of Bourne reviewed with the Board the positive feedback from interested parties on the Company’s business potential and management team, and certain

concerns raised by other potential buyers that led them to decline to bid. Some of the cited concerns included the complexity of the Company’s different business segments, the lack of diversification in the customer base and customer concentration, the Company’s lack of near-term topline growth and the extended time needed for the Company to show topline growth, the Company’s debt and leverage position at that time, and the Series A Preferred Stock right to receive the redemption amount. Representatives of Bourne advised the Board that, based on feedback received from participants in the sales process, declining revenue for 2026 compared to the twelve months ended December 31, 2025, and a delayed timeline for near-term pipeline commercialization were making it difficult for potential buyers to underwrite a premium acquisition multiple despite the Company’s improving Pro Forma Adjusted EBITDA margin.

The Bourne representatives explained that only two written indications of interest were received to date. One party, Company A, continued to express interest but would not provide an indication of interest or continue due diligence at that point due to pursuing another acquisition at this time. Indications of interest were received from Company D, which proposed acquiring the Company for a total enterprise value of $400 million, and from Webster/MedEquity (Company B/C), which proposed acquiring the Company for a total enterprise value in the range of $525 million to $540 million. In reviewing those indications, Bourne representatives discussed the per share transaction equity values (as calculated by Bourne and Company management) implied by the total enterprise values proposed in the indications of interest in relation to the current market value of the Company. The Board reviewed the Company’s net debt position and the potential impact on equity value to common stockholders resulting from the change in control premium that would be triggered under the Company’s credit agreement with Alcon and the Series A Preferred Stock rights to receive the redemption amount, and instructed Bourne and management to convey to Webster/MedEquity and Company D that their proposed purchase prices were insufficient. In light of the recent communication from Company D, Bourne advised the Board that it would continue to engage with Webster/MedEquity to seek, on the Company’s behalf, an increased total enterprise valuation and to consider alternatives to bridge the valuation gap. The Bourne representatives discussed with the Board the possible introduction of a non-registered contingent value right (“CVR”) structure as a means to bridge the valuation gap with Webster/MedEquity.

On January 23, 2026, at the direction of the Board and on behalf of the Company, representatives of Bourne presented a counter-offer to Webster/MedEquity, which proposed that Webster acquire the Company for at least $555 million of cash at closing plus a CVR, consisting of a $50 million milestone payment and a $45 million milestone payment, in each case, based on the Company’s achievement of certain revenue-based performance milestones, for total consideration of approximately $650 million.

On January 28, 2026, the Board held a meeting, which included Mr. Lake, Mr. Salus and representatives of Ballard Spahr, to discuss the progress of Project Hazel. Representatives of Ballard Spahr gave a presentation relating to the fiduciary duties of directors in a change in control transaction such as Project Hazel and provided other advice to the Board relating to Project Hazel. Thereafter, the Board discussed the Company’s common stock and Series A Preferred Stock and the amounts to which the holders of the common stock and Series A Preferred Stock would be entitled in a change in control transaction such as Project Hazel at the total enterprise value range last indicated by Webster/MedEquity. The Board discussed the Company’s total enterprise value and components thereof, as well as its expectation that the proposal from Webster/MedEquity would include as consideration both cash and one or more CVRs. The Board discussed negotiation strategies to deliver value to the Company’s stockholders and instructed Bourne to negotiate, on behalf of the Company, for several CVRs. The Board discussed the advisability of establishing an independent committee of the Board and hiring independent counsel to advise a committee of the Board.

On January 30, 2026, Webster/MedEquity provided a revised proposal, which proposed acquiring the Company for $540 million in cash at closing plus a CVR for up to $60 million in milestone payments based on the Company’s achievement of revenue of $260 million in 2029.

On January 31, 2026, after aligning with management, representatives of Bourne proposed, on behalf of the Company, a CVR for aggregate milestone payments up to $90 million, consisting of: (i) a $60 million milestone payment based on the Company’s achievement of revenue of $120 million in 2028 from all customers other than Alcon, with partial credit scaled linearly based on the Company’s achievement of revenue between $100 million and $120 million in 2028; and (ii) a $30 million milestone payment based on the Company’s achievement of revenue of $175 million in 2029 from all customers other than Alcon, with partial credit scaled linearly based on the Company’s achievement of revenue between $145 million and $175 million in 2029.

On February 2, 2026, Webster/MedEquity submitted a proposal (the “February 2 Proposal”) to Bourne, which proposed an acquisition of the Company for $540 million in cash at closing, plus a CVR for aggregate milestone payments of up to $75 million, consisting of: (i) a $30 million milestone payment based on the Company’s achievement of (a) $120 million in revenue in 2028 from all customers other than Alcon and (b) minimum total revenue of $175 million in 2028, with partial credit scaled linearly based on the Company’s achievement of revenue between $100 million and $120 million in 2028; and (ii) a $45 million milestone payment based on the Company’s achievement of (a) $175 million in revenue in 2029 from all customers other than Alcon and (b) minimum total revenue of $230 million in 2029, with partial credit scaled linearly based on the Company’s achievement of revenue between $145 million and $175 million in 2029. Additionally, Webster and MedEquity proposed a catch-up mechanism for the 2028 performance milestone, such that if the 2028 performance milestone were partially achieved and the 2029 performance milestone were fully achieved, the unrealized portion of the 2028 milestone payment would be paid in full.

Effective as of February 4, 2026, the Board adopted resolutions establishing a committee of the Board (the “Transaction Committee”) to evaluate, negotiate, and make recommendations to the Board regarding certain potential strategic transactions, including a merger, sale of the Company, or other business combination transaction involving the Company. The Transaction Committee designated by the Board consisted of Katrina Houde (Chair), Humberto C. Antunes, Paul H. Johnson and Joshua E. Schechter, each of whom the Board determined to be an Independent Director (as defined in Nasdaq Rule 5605(a)(2)) and disinterested with respect to a proposed transaction. The Board authorized the Transaction Committee to review, evaluate, negotiate, and recommend to the Board, if the Transaction Committee determined it advisable and in the best interests of the Company and its stockholders, a proposed transaction. The Board also empowered the Transaction Committee to, among other things, retain independent legal counsel and financial advisors. Due to Mr. Josephs’ role with the Company, Mr. Josephs was recused from all decisions made by the Board with respect to a proposed transaction and Project Hazel, including all decisions made by the Transaction Committee.

On February 4, 2026, the Board held a meeting, which included Mr. Lake, Mr. Salus, and representatives of Bourne and Ballard Spahr. Representatives of Bourne summarized negotiations led by Bourne with Webster and MedEquity, which were focused on improvements to the transaction consideration expressed in their February 2 Proposal, as well as due diligence being conducted by Webster/MedEquity. Representatives of Bourne indicated that representatives of Webster and MedEquity had conveyed that $540 million in cash at closing offered under the February 2 Proposal was the highest amount of cash at closing that Webster and MedEquity were willing to pay. The Bourne representatives reviewed revenue thresholds and other terms of the two proposed CVR milestones. They compared the 2028 revenue milestones and 2029 revenue milestones under the CVRs to the December 2025 LRP for those years. The Board discussed the CVRs as a means of delivering additional value to the Company’s stockholders, the relative degree of achievability of the revenue targets, and the December 2025 LRP.

Consistent with the Board’s earlier direction, representatives of Bourne reported that, on behalf of the Company, they continued to negotiate with Webster/MedEquity following the submission of the February 2 Proposal to add a third performance milestone for an aggregate payment of $85 million based on the Company’s achievement of a specified amount of contractually defined Adjusted EBITDA (“Consolidated EBITDA”) in 2030. The Board indicated its support for a third performance milestone and directed Bourne to negotiate, on behalf of the Company, increases in the milestone payments relating to the 2028 and 2029 revenue milestones. The Board discussed with representatives of Bourne the negotiating strategy relating to the proposed terms of the third CVR milestone relating to 2030 Consolidated EBITDA, as well as the Pro Forma Adjusted EBITDA as reflected in the December 2025 LRP. The Board discussed Bourne’s calculation of implied transaction equity value per share of common stock based on the proposal. The Board also discussed the terms of the third CVR milestone under negotiation and the relative probability of achievement of each of the CVR milestones based upon the December 2025 LRP, including the proposed catch-up mechanism relating to the 2029 performance milestone. The Board considered potential stockholder perception of the value of the CVRs, as well as the overall attractiveness of the transaction to the Company’s stockholders. The Board discussed certain risks relating to the Company continuing to operate as a standalone enterprise, including risks associated with the Company’s debt and leverage position, customer concentration and risks associated with customer programs, challenges associated with near-term growth, and capital structure. The Board weighed the risks and opportunities associated with a sale-of-the-company transaction, including the potential transaction with Webster and MedEquity, as compared to continuing to operate as an independent company.

Mr. Lake then reviewed discussions with financial advisory firms, including Craig-Hallum, about a potential engagement. The Board and representatives of Bourne and Ballard Spahr reviewed a preliminary timeline for diligence and negotiation of a transaction, including the process and timing for a proposed go-shop period. Following the departure of Bourne representatives from the meeting, the Board also discussed the execution risks relating to a potential transaction. The Board indicated its support for continuing discussions and negotiations with Webster and MedEquity toward a potential transaction.

On February 5, 2026, representatives of Webster/MedEquity indicated to representatives of Bourne that they would be submitting a revised proposal that included a third milestone payment of $85 million based on the Company’s achievement of Consolidated EBITDA of $120 million in 2030.

On February 8, 2026, Webster and MedEquity delivered a revised indication of interest (the “February 8 IOI”), which proposed acquiring the Company for $540 million in cash payable at closing, plus a CVR for aggregate milestone payments of up to $160 million, consisting of: (i) a $30 million milestone payment based on the Company’s achievement of (a) $120 million in revenue in 2028 from all customers other than Alcon and (b) minimum total revenue from Alcon of $54 million in 2028 (the “2028 minimum revenue condition”), with partial credit scaled linearly based on the Company’s achievement of revenue between $100 million and $120 million in 2028, so long as the minimum revenue from Alcon were achieved; (ii) a $45 million milestone payment based on the Company’s achievement of (a) $175 million in revenue in 2029 from all customers other than Alcon and (b) minimum total revenue from Alcon of $53 million in 2029 (the “2029 minimum revenue condition”), with partial credit scaled linearly based on the Company’s achievement of revenue between $145 million and $175 million in 2029, so long as the minimum revenue from Alcon were achieved; and (iii) an $85 million milestone payment for the Company’s achievement of Consolidated EBITDA (to be defined consistent with the Company’s credit agreement) of $120 million in 2030. Additionally, Webster and MedEquity proposed that unvested options, RSUs and PSUs would be cancelled in exchange for cash awards at the transaction purchase price and remain subject to vesting in accordance with their existing schedules, and that the parties negotiate on an exclusive basis for 60 days. Representatives of Bourne estimated that the total enterprise value range of $540 million to $700 million in the February 8 IOI represented 16.9x – 21.9x FY 2026 estimated Pro Forma Adjusted EBITDA of $31.9 million.

On February 9, 2026, a meeting of the Transaction Committee was held, which included Mr. Salus and a representative of Zukerman Gore Brandeis & Crossman, LLP (“Zukerman Gore”). The purpose of the meeting was for the Transaction Committee to meet with, and consider the qualifications of Zukerman Gore to serve as counsel to the Transaction Committee in relation to Project Hazel. A representative of Zukerman Gore described the firm’s experience and qualifications with respect to advising special and/or transaction committees of public and private company boards of directors in the context of strategic initiative reviews and potential sale transactions, and discussed with the Transaction Committee roles and responsibilities of the Transaction Committee, appropriate processes, interaction with the Board and management, engagement of a financial advisor and other matters. After the Zukerman Gore representative responded to questions from the Transaction Committee members, an executive session was held and the Transaction Committee approved the engagement of Zukerman Gore as its independent counsel.

On February 10, 2026, after further negotiation between the parties, Webster and MedEquity delivered a revised indication of interest (the “February 10 IOI”), which included a catch-up mechanism for the 2028 performance milestone, such that if the 2028 performance milestone were partially achieved and the 2029 performance milestone were fully achieved, the unrealized portion of the 2028 milestone payment would be paid in full. All other proposed terms in the February 10 IOI remained the same as those in the February 8 IOI.

Based upon the feedback previously expressed by the Board, the Company’s management, representatives of Bourne and Ballard Spahr proposed revisions to the February 10 IOI to improve the achievability of the 2028 performance milestone and the 2029 performance milestone, such that (i) the 2028 minimum revenue condition could be satisfied if the Company achieved minimum total revenue of $54 million from Alcon or minimum total revenue of $174 million in 2028 and (ii) the 2029 minimum revenue condition could be satisfied if the Company achieved minimum total revenue of $53 million from Alcon or minimum total revenue of $228 million in 2029. Additionally, the Company proposed that discussion of the proposed treatment of equity awards be deferred to a later time.

On February 11, 2026, a meeting of the Transaction Committee was held, which included Mr. Josephs, Mr. Lake, Mr. Salus and a representative of Zukerman Gore. The primary purpose of the meeting was to discuss and select a financial advisor to advise the Transaction Committee and provide a fairness opinion to the Transaction Committee

and the Board in connection with Project Hazel. Mr. Lake reviewed three proposals solicited from financial advisors on behalf of the Transaction Committee. After discussion of the relevant experience of each of the three potential financial advisors, their familiarity with the Company’s industry and the Company, the needs of the Transaction Committee, the proposed deliverables and their scope, and the independence of each proposed financial advisor, the Transaction Committee approved the engagement of Craig-Hallum as the financial advisor to the Transaction Committee and a separate engagement to deliver a fairness opinion to the Transaction Committee and the Board of Directors, if requested. The Transaction Committee provided Mr. Lake direction on acceptable terms for engagement and authorized Mr. Lake to finalize the engagement letters with Craig-Hallum on behalf of the Transaction Committee.

On February 12, 2026, Bourne received a further revised indication of interest from Webster and MedEquity (the “February 12 IOI”), which included the Company’s proposed revisions to the 2028 minimum revenue condition and the 2029 minimum revenue condition. Additionally, the February 12 IOI provided that the treatment of equity awards would be discussed between the parties and addressed in a subsequent letter of intent. All other terms of the February 12 IOI were the same as the February 10 IOI.

On February 13, 2026, the Board and Transaction Committee held a joint meeting, which included Mr. Lake, Mr. Salus and representatives of Bourne, Ballard Spahr, and Zukerman Gore, to discuss the current status of Project Hazel, including the February 12 IOI and related workstreams. Representatives of Bourne reviewed the progression of the parties’ offers, counter-offers and negotiations since December 31, 2025, including the increase in total enterprise value from an initial range of $475 million to $505 million and the introduction and expansion of the CVR milestone payments.

With respect to financing, representatives of Bourne reported that Webster intended to use modest leverage and expected to fund the potential transaction with a combination of debt and equity commitments. Representatives of Bourne reported that Webster had completed significant diligence based on publicly available and Company-provided information, identified its advisors and was prepared to commence confirmatory diligence promptly.

Representatives of Bourne then reviewed the potential timeline for various transaction-related matters, including the go-shop process. The Board discussed the proposed timeline, the length of the exclusivity period proposed in the February 12 IOI, and certain matters to be resolved before entering into a letter of intent. The Board considered a draft engagement letter from Craig-Hallum to provide a fairness opinion and delegated the review of the engagement letter to the Transaction Committee.

The Board recessed its meeting. The Transaction Committee convened a separate meeting at which it reviewed and discussed the February 12 IOI and the engagement letters for financial advisory services to the Transaction Committee and the provision of a fairness opinion to the Transaction Committee and the Board. The meeting was attended by members of the Transaction Committee, Messrs. Josephs, Lake, Salus, Kiper, and Obus, and representatives of Ballard Spahr and Zukerman Gore. The Transaction Committee discussed the terms of the February 12 IOI including total enterprise value and the introduction of the CVR before unanimously determining to recommend to the Board that the Company proceed with continued negotiations with Webster/MedEquity. The Board reconvened to debrief with the Transaction Committee. At the conclusion of the meeting, the Board determined to proceed with continued negotiations with Webster/MedEquity on the terms set forth in the February 12 IOI and to proceed to the letter of intent contemplated by the February 12 IOI.

During February and March 2026, Webster continued its financial, business and commercial diligence of the Company and sought equity and debt sources to fund a proposed transaction with the Company. Representatives of Bourne and the Company shared the Company’s QoE information and responded to due diligence questions from potential investors that signed non-disclosure agreements including standstill provisions and customary fall-away provisions. Over the same period, the Company’s management and representatives of Bourne, on the one hand, and representatives of Webster and Morgan Stanley & Co LLC, Webster’s exclusive financial advisor (“Morgan Stanley”), on the other hand, continued their analysis of cash portion of the transaction consideration and the methodology for its calculation based upon the February 12 IOI.

On February 26, 2026, a meeting of the Transaction Committee was held, at which Mr. Josephs, Mr. Lake, Mr. Salus, and representatives of Bourne and Zukerman Gore attended for a portion of the meeting. The primary purpose of the meeting was for the Transaction Committee to engage in a comprehensive review and discussion of the process for Project Hazel to date and to set a process for moving forward. Representatives of Bourne reviewed

the market education strategy, including the number of parties that participated in the market education process throughout October and November of 2025, the feedback (both positive and negative) received and how it helped the Company position itself and prepare for diligence, the Board’s direction for Bourne to run a limited process and the interest conveyed by the eight parties who were selected for the limited process, as well as the two parties which were added to the process, the timeline for process letters and submissions and the feedback received from each of them. The Transaction Committee then reviewed the two initial offers received on December 31, 2025, including the total enterprise values proposed for an acquisition of the Company by Webster/MedEquity and Company D, respectively, the structure and each party’s acquisition rationale. Representatives of Bourne reviewed the timeline of the limited process and the factors behind the delay in the timeline initially set by the Board, including the valuations initially received, the delay on the part of certain parties who were initially interested in the opportunity, the end of year holidays and the extensive negotiations around value and structure with Webster/MedEquity. The Transaction Committee, members of management, and Bourne representatives discussed whether the delayed timing may have impacted the current status of terms with Webster/MedEquity, with both Bourne and management concluding that it had not.

The Bourne representatives then summarized the evolution of the proposed terms for a transaction with Webster/MedEquity, including the increased total enterprise value, the CVR terms and the total cash at closing and certain open points. Representatives of Bourne also reviewed the workplan ahead of the revised LOI submission date of March 2, 2026. The Transaction Committee asked questions regarding the potential buyers’ positions and weighed the relative importance of each position. The Transaction Committee also discussed with Bourne the possibility of other interested parties re-engaging in the process. Following the departure of Mr. Josephs, Mr. Lake, Mr. Salus and Bourne representatives from the meeting, the Transaction Committee proceeded to discuss the process. The committee discussed that the fact that management had received unsolicited in-bound inquiries prior to the initiation of engagement with select parties, made it worthwhile to initiate a limited outreach process, and as such, a full strategic process had never been contemplated due to the uncertainty around whether or not the Company would proceed with a transaction and the resulting market pressures resulting from announcing a strategic process. The market expertise and subsequent research done by Bourne resulted in outreach to a broad and comprehensive group.

On March 5, 2026, a meeting of the Board was held, which included Mr. Lake, Mr. Salus and representatives of KPMG for a portion of the meeting, for the primary purpose of the Board calling the Company’s 2026 Annual Meeting of Shareholders, including approval of the proposed agenda, meeting date and time, and record date. Reporting on Project Hazel, Mr. Salus explained to the Board members that the Transaction Committee planned to proceed with the engagement of Craig-Hallum as its financial advisor for Project Hazel. In addition, he noted that, if a fairness opinion is requested by the Transaction Committee or the Board in connection with Project Hazel, the opinion would address the fairness of the transaction consideration to the holders of the Company’s common stock, but would not address the holders of the preferred stock because the consideration rights of those holders is governed by the contractual terms of the preferred stock.

On March 9, 2026, an engagement letter was signed among Ms. Houde, as Chair of the Transaction Committee, Mr. Lake on behalf of the Company, and Craig-Hallum for financial advisory services and a separate engagement letter among the Transaction Committee, the Company and Craig-Hallum was executed for a fairness opinion to the Transaction Committee and the Board.

On March 14, 2026, representatives of Webster informed representatives of Bourne that, following additional financial diligence, Webster was reducing its proposed cash at closing component of its total enterprise value from $540 million to $521.6 million, based on Webster’s review of an updated QoE Report that revised the treatment of a customer-loss pro forma adjustment, which reduced the Company’s Pro Forma Adjusted EBITDA for the twelve months ended December 31, 2025 to approximately $30.0 million.

On March 15, 2026, Ballard Spahr shared legal comments on the draft LOI with Goodwin Procter LLP (“Goodwin”), counsel to Webster/MedEquity.

On March 16, 2026, the Company issued a press release disclosing its financial results for the fourth quarter and transition period ending December 31, 2025. The Company also provided information about its transformation strategy outlook and financial guidance for calendar year 2026. The Company indicated that it expected these strategies to achieve a targeted 12% revenue compound annual growth rate (CAGR) for the 2025 to 2029 period,

and a targeted Pro Forma Adjusted EBITDA margin of greater than 25%. The press release stated that the outlook did not contemplate that the Company would use its cash resources or raise additional financing in 2026 or in the near-term to fund the redemption of the Series A Preferred Stock, or substantially reduce its debt balance.

On March 17, 2026, Webster requested and held a call with Mr. Lake prior to the submission of a letter of intent to better understand the Company’s earnings release disclosures, including financial results, 2026 financial guidance, customer revenue trends, and transformation strategy outlook, which were reflected in the December 2025 LRP projections.

On March 18, 2026, a meeting of the Board was held, which included Mr. Lake and Mr. Salus. During this meeting, the Board discussed the Company’s strategy and operations. Messrs. Josephs, Lake and Salus provided an update on key process workstreams regarding Project Hazel, including with respect to the Webster and MedEquity debt and equity financing, business due diligence and expected letter of intent, and they provided an overview of their understanding of Webster/MedEquity’s calculation of the implied transaction equity value per share expected to be included in the letter of intent.

On March 22, 2026, representatives of Ballard Spahr and Goodwin discussed open points relative to a draft letter of intent, and on March 24, 2026, a letter of intent was received from Webster/MedEquity (the “March 24 LOI”). The March 24 LOI proposed acquiring the Company for a total enterprise value in the range of $521.6 million to $681.6 million (which Bourne estimated to reflect approximately 17.4x to 22.7x the Company’s trailing calendar year 2025 Pro Forma Adjusted EBITDA of $30.0 million), consisting of $521.6 million in cash payable at closing, plus a CVR for aggregate milestone payments of up to $160 million, consisting of the same milestone payments as proposed in the February 10 IOI. Additionally, the March 24 LOI proposed a company termination fee equal to 4.5% of transaction equity value.

On March 31, 2026, a joint meeting of the Board and the Transaction Committee was held, which included representatives of Bourne, Ballard Spahr, Zukerman Gore, and Craig-Hallum, to review the terms of the March 24 LOI received from Webster/MedEquity. Representatives of Bourne calculated an implied transaction equity value per share of $6.07 based on Webster’s proposed amount of cash payable at closing and up to $9.48 per share of common stock based on full achievement of the proposed CVR milestones. Representatives of Bourne and Company counsel led a board discussion on process and other key terms of the March 24 LOI, including the CVR, the requested 60-day exclusivity period, availability of a fiduciary out (proposed as a go-shop period after signing), company termination fee of 4.5% of transaction equity value, and process for due diligence.

The Board recessed its meeting. The Transaction Committee convened a separate meeting at which it reviewed and discussed the March 24 LOI. The meeting was attended by members of the Transaction Committee, Messrs. Josephs, Lake, and Salus, and representatives of Bourne, Ballard Spahr, Zukerman Gore and Craig-Hallum. The Transaction Committee discussed the terms of the March 24 LOI, including the implied transaction equity value per share, termination fee, go-shop period and CVR terms. The Transaction Committee unanimously agreed to recommend moving forward with the proposed transaction with Webster/MedEquity. The Board reconvened to debrief with the Transaction Committee. At the conclusion of the meeting, the Board and Transaction Committee instructed Bourne to continue to move forward.

In response to the March 24 LOI, at the direction of the Board, Bourne, on behalf of the Company, countered with a proposal for Webster/MedEquity to provide an LOI with an established fixed price per share, a 45-day exclusivity period with a fiduciary duty exception, additional clarity on remaining diligence and timing for completion, and proposed key terms for the merger agreement, including a go-shop period of 45 days to allow the Company to actively solicit an alternative transaction.

On April 7, 2026, Webster/MedEquity provided a revised letter of intent, which proposed acquiring the Company for the same total enterprise value indicated in the March 24 LOI, and set forth Webster and MedEquity’s calculation of an implied transaction equity value of $6.24 per share, reflecting their proposed calculation of debt and fully-diluted shares outstanding. Representatives of Bourne conveyed a counterproposal from the Company including a 45-day exclusivity period commencing after discussions with Alcon and subject to reaffirming value, a 45-day go-shop period, and a company termination fee equal to 4.0% of transaction equity value with a go-shop termination fee equal to 3.0% of transaction equity value.

On April 8, 2026, a revised LOI was received from Webster and MedEquity (the “April 8 LOI”). The April 8 LOI proposed acquiring the Company for a total enterprise value of up to $681.55 million, consisting of $521.6 million

in cash payable at closing, plus a CVR for aggregate milestone payments of up to $160 million in cash, consisting of the same milestone payments as proposed in the February 12 IOI and March 24 LOI. The April 8 LOI reflected a transaction equity value of $6.24 per share. The April 8 LOI also proposed that the Company facilitate discussions between Webster and Alcon, the Company’s largest customer and lender, regarding proposed amendments to ongoing arrangements, and within 15 days of those initial discussions, Webster and MedEquity would provide written notification to the Company as to whether or not they were willing to proceed with the transaction on the terms set forth in the April 8 LOI. The date of that notice would serve as the initial exclusivity date for a 45-day exclusivity period beginning on that date. The April 8 LOI included a proposed 30-day go-shop period with a company termination fee equal to 4.0% and go-shop termination fee equal to 3.0% and reduced the proposed exclusivity period from 60 days to 45 days.

On April 10, 2026, a joint meeting of the Board and Transaction Committee was held, including Mr. Lake, Mr. Salus, representatives of Bourne, Ballard Spahr, Zukerman Gore and Craig-Hallum, to review the April 8 LOI and materials prepared by Bourne. Mr. Josephs advised the Board of a recent development with a major customer. Representatives of Bourne led a presentation of the terms of the April 8 LOI and the Board had an extensive discussion about those terms, with representatives of Bourne noting that they believed the April 8 LOI reflected the best terms that Webster/MedEquity would offer to the Company at this stage.

The Board recessed its meeting. The Transaction Committee convened a separate meeting at which it reviewed and discussed the April 8 LOI. The meeting was attended by members of the Transaction Committee, Messrs. Josephs, Lake, and Salus, and representatives of Bourne, Ballard Spahr, Zukerman Gore, and Craig-Hallum. The Transaction Committee extensively discussed the terms of the April 8 LOI and unanimously agreed to recommend moving forward with the April 8 LOI.

The Board reconvened to debrief with the Transaction Committee and accept its recommendation. The Board then authorized the execution of the April 8 LOI. The April 8 LOI was signed by representatives of Webster and MedEquity, and accepted by the Company on April 10, 2026.

Representatives of Bourne continued to work with representatives of Webster to schedule the requested meeting with Alcon and to engage with other interested parties, including Company E, a publicly-traded Switzerland-based CDMO, and Company F, a privately-held U.S.-based biomanufacturing company and CDMO, and share diligence information in the virtual data room and a virtual management presentation.

On April 22, 2026, a Board update call was held, which included senior management, primarily for senior management to provide the Board with its monthly business update. During this meeting, Mr. Josephs provided materials and an update regarding Project Hazel, including the receipt of potential interest in a strategic transaction with the Company by Company E, which had executed a non-disclosure agreement with a standstill and fall-away provision and been granted access to the data room and received the management presentation, and by Company F, which was evaluating a potential transaction solely based on publicly-available information. The initial exclusivity date had not yet occurred under the April 8 LOI with Webster/MedEquity to start the exclusivity period. Mr. Josephs then discussed key workstreams with Webster, including the proposed discussion with Alcon, third party diligence and an on-site facility inspection. Mr. Josephs reported on key priorities of the senior management team, including continuing to drive new business development revenue, reducing costs and preserving the relationship with another large customer.

On April 29, 2026, representatives of Company G, a strategic global medical company, participated in a site visit and management presentation to obtain an update on the Company’s business operations and discuss possible collaboration opportunities and strategic alternatives. Within a few days after that meeting, a representative of Company G notified Mr. Josephs that it would not pursue an acquisition transaction due to valuation considerations and factors relating to Company G’s business model.

On May 8, 2026, a meeting among Alcon, Webster and one of Webster’s proposed investors occurred to discuss proposed amendments to ongoing arrangements with the Company. Representatives of Webster, Bourne, the Company and Ballard Spahr continued to make progress on Webster’s co-investor diligence and third-party diligence review.

On May 20, 2026, a meeting of the Board was held, which included Mr. Lake and Mr. Salus. Among other items of business, Messrs. Josephs, Lake and Salus provided an update regarding Project Hazel, including the status of diligence and other workstreams with Webster, discussions between Webster and Alcon, the status of reviews by Company E and Company F and the latest expected timeline if a transaction with Webster/MedEquity were to move forward.

On May 29, 2026, a joint meeting of the Board and the Transaction Committee was held, including Mr. Lake and Mr. Salus, to discuss the status of discussions and diligence with Webster as well as recent engagement with other potential counterparties that had expressed interest in the Company in connection with Project Hazel. It was reported that, with the Company’s permission, Webster had productive discussions with Alcon regarding a potential amendment to the contract manufacturing agreement to provide for extension and other terms if the transaction were to proceed. The Board and Transaction Committee discussed the status of Webster’s workstreams, including third party diligence and a buy-side quality of earnings analysis, and changes to the expected process timeline to reflect time to address the discussions with Alcon and these workstreams. Bourne also advised the Board and Transaction Committee on the status of two other potential interested parties that had expressed interest and the Board considered the level of interest and implications on the process for Project Hazel. Management and Bourne were directed to continue to advance the workstreams, pursue the interest of the two potential counterparties, and to update the Board and the Transaction Committee as matters developed.

On June 2, 2026, Company E notified Bourne that it was declining to pursue a transaction with the Company, citing a perceived limited probability of success in completing a transaction. By this time, Company F had discontinued its active engagement on a potential transaction.

On June 5, 2026, discussion materials prepared by Webster and their advisors were reviewed by Mr. Josephs and forwarded to representatives of Alcon in contemplation of a call to discuss the proposed amendments to the agreements with Alcon and treatment of the Company’s borrowings in the form of a term loan from Alcon.

On June 17, 2026 and June 18, 2026, representatives of Webster and its consultant, Cain Bioconsulting, conducted an on-site facility inspection of the Company’s facility in Chaska, Minnesota.

On June 19, 2026, a Board update call was held, including Mr. Lake and Mr. Salus, for management to provide information to the Board about May 2026 performance, including preliminary financial results and business development activities. With respect to Project Hazel, management reported to the Board that Webster and Alcon were continuing contract amendment discussions, the on-site facility inspection was complete with positive initial consultant feedback, and Bourne and the Company were finalizing updated deal materials (including an updated Long Range Plan and financial model) ahead of a go/no-go decision by Webster and MedEquity.

On June 25, 2026, representatives of Webster and Alcon held additional discussions about potential contract extension terms.

On June 26, 2026, the Board held a meeting, which included Mr. Lake, Mr. Salus and a representative of Latham & Watkins LLP (“Latham”), special counsel to the Company that has advised the Company with respect to the rights of holders of the outstanding preferred stock. As part of a business update, Mr. Lake reviewed the refreshed June 2026 LRP with the Board and the changes made since the December 2025 LRP, including new information on customer revenue adjustments and new development and tech-transfer projects. For a summary of the projections included in the June 2026 LRP, see the section of this proxy statement entitled “— Certain Unaudited Prospective Financial Information.” Mr. Salus reported that a special committee of the Board discussed the expected receipt of redemption notices by up to all of the holders of Series A Preferred Stock on or shortly after June 29, 2026. Mr. Salus and Latham representative explained the preparatory work conducted by the Company in anticipation of the redemption notices, and the Company’s disclosure obligations upon receipt of redemption notices, as well as the Company’s contingent communication plan and other matters relating to the potential redemption notices.

Between June 29 and June 30, 2026, the Company received notices of redemption from holders of approximately 49,263 shares of Series A Preferred Stock, representing all of the then-outstanding shares of the Series A Preferred Stock. The total amount required to redeem the Series A Preferred Stock on December 28, 2026, the payment date for redemption, is approximately $52.1 million. As of March 31, 2026, the completed quarter immediately prior to the first redemption notice, the Company had $38.1 million in total liquidity, including $20.8 million in cash and cash equivalents and $17.3 million in availability under the Company’s revolving credit facility.

On June 30, 2026, the Company provided additional financial information to Webster to meet diligence requests, including the June 2026 LRP. The Company also provided the June 2026 LRP to Craig-Hallum on June 30, 2026.

On July 2, 2026, Webster and MedEquity submitted a revised LOI (the “July 2 LOI”) that proposed acquiring the Company for the same total enterprise value as proposed in the April 8 LOI. The July 2 LOI reflected Webster and MedEquity’s calculation of an implied transaction equity value of $6.24 per share of common stock, based on estimated balance sheet values as of June 30, 2026, which was unchanged from the April 8 LOI. The other terms of the July 2 LOI were generally consistent with the April 8 LOI, except that the July 2 LOI provided that certain amendments to the contract manufacturing agreement and supply agreement with Alcon would be required as a condition to the signing of a definitive merger agreement. The proposed amendments to the Alcon agreements, included, among other things, a 3-year extension of the contract manufacturing agreement through 2034 with automatic renewal and a revised minimum purchase commitment. Additionally, Webster proposed that the parties negotiate on an exclusive basis for 45 days beginning on July 6, 2026.

On July 2, 2026, the Board and Transaction Committee held a joint meeting, which included Mr. Lake, Mr. Salus, and representatives of Bourne, Ballard Spahr, Zukerman Gore, and Craig-Hallum, to discuss the July 2 LOI received from Webster and MedEquity. The Board discussed the signing condition relating to the proposed amendments to the Alcon agreements and noted the potential benefit to the Company of these amendments even if the proposed transaction was not consummated for any reason. The Board also discussed Webster’s proposed financing of the transaction and their desire to potentially approach Alcon to discuss the possibility of continuing to provide debt financing to the Company following the closing of the proposed transaction. The Board considered the potential cost and risk to the Company of proceeding to negotiate definitive agreements for a potential transaction with Webster while Webster finalized its financing sources. The Board discussed the updated June 2026 LRP forecasts in relationship to the CVR milestones.

The Board recessed its meeting. The Transaction Committee convened a separate meeting at which it reviewed and discussed the July 2 LOI. The meeting was attended by members of the Transaction Committee, Messrs. Josephs, Lake, and Salus, and representatives of Ballard Spahr and Zukerman Gore. After discussion of the proposed terms of the July 2 LOI and Webster’s contemplated financing sources, the Transaction Committee unanimously approved a recommendation to the Board to execute the July 2 LOI.

The Board and Transaction Committee then reconvened. The Transaction Committee reported to the Board that it unanimously recommended that the Company execute the July 2 LOI, promptly work towards entering into definitive documentation within the 45-day exclusivity period and that representatives of Bourne and Ballard Spahr communicate that timeline to Webster and its advisors. Following discussion, the Board unanimously approved the execution of the July 2 LOI. Later in the day, the July 2 LOI was executed by Mr. Josephs on behalf of the Company.

On July 6, 2026, the 45-day exclusivity period began and representatives of Ballard Spahr delivered the first draft of the merger agreement to Goodwin. Ballard Spahr’s first draft of the merger agreement proposed, among other things, that Webster provide a full equity backstop for the cash portion of the merger consideration payable at closing, a company termination fee equal to 4.0% of transaction equity value, a go-shop termination fee equal to 3.0% of transaction equity value, a reverse termination fee equal to 4.0% of transaction equity value, a regulatory termination fee equal to 4.0% of transaction equity value and that the base consideration be determined at closing based on a to be negotiated formula rather than a fixed price per share determined at signing. A kick-off diligence call with Webster’s insurance provider occurred on the same day. Other due diligence workstreams included finance, tax, employee benefits, ESG, cybersecurity, compliance and legal workstreams.

On July 18, 2026, representatives of Ballard Spahr delivered the first draft of the Company disclosure schedule to Goodwin, and on July 20, 2026, a legal due diligence call was held among representatives of the Company, Ballard Spahr, Webster, and Goodwin. At the direction of the Board, representatives of Bourne and members of the Company management started initial preparations for the go-shop period contemplated by the draft merger agreement.

On July 21, 2026, a Board update call was held, including Mr. Lake and Mr. Salus and other members of management, for management to review with the Board the Company’s June 2026 performance, including preliminary financial results and business development activities. During this Board update call, management provided an update with respect to Project Hazel due diligence and go-shop period preparedness.

On July 28, 2026, representatives of Goodwin sent a revised draft of the merger agreement to Ballard Spahr. The draft of the merger agreement proposed, among other things, limited specific performance, a parent liability limitation equal to the amount of the reverse termination fee (set at 4.0% of transaction equity value), that certain stockholders of the Company enter into voting and support agreements for the transaction as a condition to signing and that the base consideration be a fixed price per share determined at signing. Additionally, it removed the proposed regulatory termination fee. On July 31, 2026, a call was held among representatives of Ballard Spahr and Goodwin to discuss open issues in the draft merger agreement.

On July 29, 2026, a call was held between representatives of Webster and Alcon regarding the proposed terms of the amendments to the agreements with Alcon and the potential for Alcon to continue to provide debt financing to the Company on amended terms following the closing of the transaction. Alcon responded to Webster’s proposed terms on August 4, 2026. At a meeting among Paul Josephs and representatives of Alcon and Webster on August 5, 2026, the parties continued discussing the proposed amendments to the Alcon agreements and the term loan.

On August 4, 2026, representatives of Ballard Spahr sent a revised draft of the merger agreement to Goodwin. Among other changes, the revised draft of the merger agreement removed the proposed parent liability limitation and reinserted a termination fee equal to 4.0% of transaction equity value payable by Webster in the event antitrust approval were not obtained. On August 5, 2026, representatives of Ballard Spahr and Goodwin held a call to discuss open issues in the draft. Key items discussed included the proposed voting and support agreements to be requested from stockholders associated with two directors of the Company (identified as the stockholders associated with Wynnefield Capital, Inc., affiliated with director Nelson Obus, and Legion Partners Asset Management, LLC, affiliated with director Christopher S. Kiper) and the limited specific performance and parent liability limitation proposed by Webster, as well as its proposal to define the base consideration as a fixed price per share determined at signing. The status of the draft CVR agreement was also discussed, and representatives of Ballard Spahr conveyed the Company continued to expect that Webster provide a full equity backstop. Later that evening, representatives of Goodwin delivered an initial draft of the CVR agreement to Ballard Spahr, which, among other things, proposed that Webster would have no obligation to expend efforts to cause the payments under the CVR agreement to become payable, other than being prohibited from taking any action or failing to take any action with the primary purpose of avoiding the achievement of a milestone or payment of a milestone payment.

On August 10, 2026, the Board and Transaction Committee held a joint meeting, which included Mr. Lake, Mr. Salus, and representatives of Bourne, Ballard Spahr, Zukerman Gore and Craig-Hallum, to discuss the status of negotiations with Webster and the various transaction workstreams. Mr. Lake further reviewed with the Board and Transaction Committee the refreshed June 2026 LRP as compared to the December 2025 LRP, along with estimates for the proposed estimated CVR performance milestone payments based on the refreshed June 2026 LRP. The Board discussed the per share value that may be received under the CVRs from forecasted long-range plan performance, as well as certain risks associated with the CVRs. Representatives of Bourne reported that Webster’s diligence was proceeding and had not raised any material due diligence issues at that time. Bourne provided information to the Board about Webster’s proposed debt financing for the potential transaction and Mr. Josephs provided an update on the status of discussions for the proposed amendments to the contract manufacturing agreement, supply agreement and term loan with Alcon. Representatives of Ballard Spahr advised the Board on key open issues under the draft merger agreement, including issues relating to Webster’s proposed limited specific performance and parent liability limitation, whether the base consideration would be determined at closing based on a to be negotiated formula or a fixed amount per share of common stock determined at signing, and the terms of the voting and support agreements proposed by Webster. The Board reiterated its expectation that Webster provide a full equity backstop. Representatives of Ballard Spahr presented a summary of the termination events under the draft merger agreement and the termination fees that would become payable by the parties under certain circumstances in accordance with the proposed terms in the draft merger agreement.

At that same meeting, the Board discussed procedures to enhance the governance process and post-signing preparedness. The Board deemed it to be in the best interests of the Company and its stockholders to further empower the Transaction Committee in relationship to the proposed transaction. The Board adopted resolutions providing that, in addition to the authority previously granted to the Transaction Committee, the Board is not permitted to authorize or approve the proposed transaction or any definitive agreement relating to the proposed transaction unless the same was recommended to the Board by the Transaction Committee. The Board also

discussed with representatives of Bourne and Company counsel materials provided to the Board about the activities being undertaken by Company management and Bourne at the direction of the Board to prepare for the go-shop period, including the development of a list of approximately 100 financial and strategic counterparties to be contacted during the go-shop period.

The Board recessed its meeting. The Transaction Committee convened a separate meeting at which it reviewed and discussed the status of the negotiations and the proposed base consideration calculation. The meeting was attended by members of the Transaction Committee, Messrs. Josephs, Lake, and Salus, and representatives of Bourne, Ballard Spahr, Zukerman Gore and Craig-Hallum.

On August 14, 2026, representatives of Goodwin sent a revised draft of the merger agreement to Ballard Spahr. Among other changes, the revised draft of the merger agreement noted that Webster was willing to increase the proposed reverse termination fee to 5.0% of transaction equity value, contingent on the Company’s acceptance of a parent liability limitation equal to the reverse termination fee (set at 5.0% of transaction equity value) and no termination fee becoming payable by Webster upon a failure to obtain antitrust clearance. On August 17, 2026, an all hands call including representatives of the Company, Bourne, Ballard Spahr, Webster, Goodwin, and Morgan Stanley was held to discuss open issues in the draft merger agreement, which primarily focused on the proposed terms of Webster’s financing for the potential transaction and related remedies, calculation of the base consideration and treatment of Company equity awards, as well as certain proposed terms of the representations and warranties and interim operating covenants.

On August 14, 2026, the Transaction Committee held a meeting. The meeting was attended by members of the Transaction Committee, Messrs. Josephs, Lake, and Salus, and representatives of Ballard Spahr and Zukerman Gore. The Transaction Committee discussed the proposed consideration payable to the holders of Series A Preferred Stock and CVR treatment.

On August 18, 2026, representatives of Goodwin sent a revised draft of the disclosure schedule to Ballard Spahr and an all hands call was held among representatives of the Company, Ballard Spahr, Bourne, Webster, Goodwin and Morgan Stanley to discuss the representations and warranties in the draft merger agreement and related disclosures in the draft disclosure schedule and status of discussions with Alcon regarding the proposed amendments to the agreements with Alcon and the potential debt financing to be provided by Alcon in connection with the proposed transaction.

On August 20, 2026, the Board and Transaction Committee held a joint meeting, which included Mr. Lake, Mr. Salus, and representatives of Bourne, Ballard Spahr, Zukerman Gore and Craig-Hallum, to discuss the status of negotiations with Webster, including the effect on the process timeline. Mr. Josephs summarized the points being negotiated for the proposed amendments to agreements with Alcon, identifying relevant issues, status and the respective positions of the parties. Representatives of Bourne advised that Webster’s due diligence was proceeding and that several workstreams had been concluded, but that timing of finalizing definitive documentation may be delayed by the Alcon negotiations. The Board reviewed a chronology of the negotiations relating to the legal documents provided by Company counsel and the outstanding open issues in the draft merger agreement, focusing on the debt financing and proposed remedies and proposed calculations of the base consideration. The Board discussed the level of risk associated with Webster’s proposed debt financing representations and covenants, and reiterated its view that Webster should provide a full equity backstop.

After the conclusion of the Board meeting, the Transaction Committee convened a separate meeting at which it reviewed and discussed the status of the negotiations and the timeline. The meeting was attended by members of the Transaction Committee, and representatives of Zukerman Gore and Craig-Hallum. The Transaction Committee reviewed information regarding the calculation of the base consideration, as well as the fact that the exchange of common stock for the merger consideration (including the CVRs) would be a taxable transaction for U.S. federal income tax purposes.

On August 21, 2026, the exclusivity period under the July 2 LOI expired. On that date, representatives of Ballard Spahr sent revised drafts of the CVR agreement and the merger agreement to Goodwin. Among other changes, the revised draft of the CVR agreement inserted a catch-up amount to account for the rights of the holders of Series A Preferred Stock, added a covenant requiring Webster to expend efforts to cause the payments under the CVR agreement to become payable and set forth certain specified actions that Webster would be prohibited from taking or failing to take regarding the operation of the Company’s business following the closing of the potential transaction. Among other changes, the revised draft of the merger agreement included a representation that the financing was not

a condition to closing, expanded Parent and Merger Sub financing covenants, and increased the proposed parent liability limitation from one times the reverse termination fee amount (set at 4.0% of transaction equity value) to two times the reverse termination fee amount (set at 5.0% of transaction equity value) plus an expense reimbursement amount, and reflected certain revisions to the interim operating covenants.

On August 24, 2026, an all hands call, which included representatives of the Company, Ballard Spahr, Bourne, Webster, Goodwin and Morgan Stanley, was held to discuss open points in the draft transaction documents. Following the call, representatives of Ballard Spahr sent a revised draft of the disclosure schedule to Goodwin.

On August 26, 2026, representatives of Goodwin delivered a draft of the proposed form of voting and support agreement, indicating that they expected stockholders affiliated with Wynnefield Capital and stockholders affiliated with Legion Partners to enter into two separate voting and support agreements. Following distribution of the draft agreement, representatives of Goodwin and Ballard Spahr discussed the advisability of requesting a Delaware General Corporation Law (“DGCL”) Section 203 limited waiver relating only to the proposed transaction prior to circulating the draft voting and support agreement to those stockholders and negotiating any of its proposed terms with such stockholders.

On August 28, 2026, representatives of Goodwin sent a revised draft of the merger agreement and a draft of the equity commitment letter to Ballard Spahr. Among other changes, the draft merger agreement increased the proposed reverse termination fee from 5.0% to 6.0% of transaction equity value, and reduced the proposed parent liability limitation from two times the reverse termination fee (set at 5.0% of transaction equity value) plus an expense reimbursement amount, to one times the reverse termination fee (set at 6.0% of transaction equity value). The draft also removed the proposed expense reimbursement and reflected proposed termination dates of 6 months from the date of signing as the initial termination date and 9 months from the date of signing for a later termination date in the event HSR Act approval had not been received.

On August 31, 2026, representatives of Goodwin and Ballard Spahr held a call to discuss open issues in the draft merger agreement, which primarily focused on Webster’s proposed debt financing, the calculation of the base consideration, including impact of debt, changes in outstanding common share count and other assumptions, as well as treatment of certain outstanding RSUs and other equity awards. The status of draft CVR agreement, debt and equity commitment letters, limited guarantee and voting and support agreements was also discussed.

On September 1, 2026, representatives of Ballard Spahr sent a revised draft of the merger agreement to Goodwin. That draft extended the initial termination date from 6 months to 9 months after signing, and the extended termination date if HSR Act approval had not been received from 9 months to 12 months after signing; and increased the proposed reverse termination fee from 6.0% to 7.0% of transaction equity value for the reverse termination fee, which also set the level of the parent liability limitation. At this time, key open items under the draft CVR agreement were the efforts required to be expended by Webster to cause the payments under the CVR agreement to become payable, express prohibited actions during the term of the CVR agreement, and the calculation of Consolidated EBITDA.

Prior to the Board meeting on September 2, 2026, a representative of Alcon informed Mr. Josephs that Alcon would not agree to any amendments to the existing supply agreement at this time. Mr. Josephs communicated Alcon’s position to Matthew Beer, a Partner at Webster. Mr. Beer indicated the Webster would be willing to proceed with the potential transaction without an amended supply agreement, subject to resolution of the remaining material open issues between the parties.

On September 2, 2026, the Board and Transaction Committee held a joint meeting, which included Mr. Lake, Mr. Salus, and representatives of Bourne, Ballard Spahr, Zukerman Gore and Craig-Hallum, to discuss the status of negotiations with Webster. Mr. Josephs summarized the conceptual alignment that had been reached with Webster regarding Alcon potentially rolling $50 million into Webster’s proposed debt financing for the potential transaction and described Alcon’s process for approval of the same. A Bourne representative then provided an update on the status of Webster’s due diligence. He also reviewed the process timeline. A Ballard Spahr representative provided a legal status update, including an overview of recent negotiations relating to the draft merger agreement and draft CVR agreement. Key open issues at the time were the amount of the reverse termination fee and the calculation of the base consideration. The Board discussed the negotiations relating to the reverse termination fee and the inputs to the calculation of base consideration (including cash, debt and fully-diluted shares) and negotiations relating to the same. Mr. Lake indicated that management calculated $6.43 per share as the base consideration, excluding certain RSUs, and $6.24 per share including all RSUs. Management indicated that negotiation on key inputs, such as cash

and debt balances, was ongoing. The Ballard Spahr representative also discussed with the Board the other draft documents relating to the potential transaction, including the draft debt commitment letter and draft voting and support agreement received from Goodwin. The Ballard representative provided an overview of DGCL Section 203 and discussed the advisability of adopting resolutions relating to a proposed limited waiver under DGCL Section 203 prior to sharing the draft voting and support agreement with the Wynnefield stockholders and the Legion stockholders expected to become parties to a voting and support agreement.

The Transaction Committee then convened a separate meeting to consider these resolutions and to discuss the recent negotiations on the draft merger agreement and the remaining open issues. Following the conclusion of the Transaction Committee meeting, the Board reconvened its meeting with all directors previously attending, as well as representatives of Ballard Spahr, Zukerman Gore, and Craig-Hallum. Following discussion, the representative of Zukerman Gore reported that the Transaction Committee had approved and recommended the limited waiver of DGCL Section 203. The Board, after receiving advice from representatives of Ballard Spahr and after due and careful discussion and consideration, determined that it was advisable and in the best interests of the Company and its stockholders that any potential agreements, arrangements or understandings between any of Wynnefield and Legion Partners, on the one hand, and Webster, on the other hand, relating to the proposed voting and support agreements for the potential transaction be exempted from Section 203 of the DGCL, so long as the effectiveness of such agreements, arrangements or understandings is subject to the entry by the Company, with prior approval of the Board (acting on the recommendation of the Transaction Committee), into a definitive agreement with Webster in respect of the potential transaction. Before concluding, the Board discussed Webster’s interest in negotiating with certain members of management potential terms for post-closing employment and investment in the post-closing company. Mr. Josephs discussed the seven members of management that were identified by Webster and the proposed investment. The Board discussed the uncertainties in the transaction created by the proposed investment concept and determined that individual negotiations should not begin until the material open transaction issues were resolved. Following the Board meeting, a representative of Ballard Spahr sent the draft voting and support agreements to representatives of Wynnefield and Legion Partners and their respective outside counsels.

Later on September 2, 2026, Mr. Josephs and representatives of Bourne, Ballard Spahr, and Zukerman Gore held a call with representatives of Webster, including Mr. Beer, and representatives of Goodwin and Morgan Stanley. The parties discussed the status of the draft merger agreement and draft CVR agreement, including the calculation of the base consideration, which was a key open issue. They discussed the process and timing for Webster to conduct certain additional due diligence regarding the Company’s management and other personnel, and organizational structure. They also discussed the process by which Webster may wish to negotiate potential terms for post-closing employment of certain members of management, as well as the limitations on those discussions consistent with the instructions of the Board. No compensation or other terms of employment for any member of Company management were discussed at this time.

On September 3, 2026, representatives of Goodwin sent a revised draft of the merger agreement and a draft of the debt commitment letter to Ballard Spahr. Among other changes, the draft merger agreement proposed a reverse termination fee of 6.5% of transaction equity value. A Bourne representative reported that Webster had identified the principal lenders expected to fund the portion of the debt financing other than the amount provided by Alcon. A representative of Ballard Spahr indicated that the remaining material open points under the draft merger agreement were (1) the base consideration amount and (2) the treatment of the Company’s outstanding RSUs.

On September 5, 2026, representatives of Goodwin delivered a revised draft of the CVR agreement to Ballard Spahr, and representatives of Ballard Spahr delivered a revised draft of the disclosure schedule to Goodwin. Among other changes, the revised draft of the CVR agreement removed the proposed covenant requiring Webster to use efforts to cause the payments under the CVR agreement to become payable and narrowed the proposed specified actions that Webster would be prohibited from taking or failing to take regarding the operation of the Company’s business following the closing of the potential transaction.

On September 9, 2026, the Company and its advisors, on the one hand, and Webster and its advisors, on the other hand, held multiple meetings to negotiate certain provisions of the draft merger agreement, including the calculation of the base consideration, and certain provisions of the CVR agreement, including Webster’s proposed deduction from the milestone payment amounts for specified litigation matters.

On September 10, 2026, the Board and Transaction Committee held a joint meeting, which included Mr. Lake, Mr. Salus and representatives of Bourne, Ballard Spahr, Zukerman Gore and Craig-Hallum, to receive an update on

negotiations with Webster. Mr. Josephs gave an overview of recent progress on Project Hazel and updated the Board on the status of discussions with Alcon regarding the proposed amendments to the contract manufacturing agreement with Alcon, as well as the proposed Alcon debt commitment. The Board reviewed and discussed with counsel certain open terms in the draft merger agreement, including the calculation of base consideration. Management indicated that further negotiations were ongoing relating to forecasted cash and other inputs to the calculation of base consideration. The Board noted that management continued to be restricted from negotiating for their own account given the material open issues at that time. Mr. Lake provided the Board with summary information relating to the forecasted amount of base consideration based on the Company’s forecasted cash balance, describing discussions with Webster and its advisors relating to the cash balance and shared the view that Webster and its advisors believe the Company’s forecasted cash balance should be approximately $1 million less than the Company’s forecast, which would be an impact of approximately $0.02 per share to the base consideration. Mr. Lake indicated that, including all RSUs in the fully diluted share count, the forecasted base consideration was estimated to be in the range of $6.24 to $6.26 per share. Representatives of Ballard Spahr briefed the Board on certain issues under negotiation relating to the CVR agreement, including Webster’s proposed deduction from milestone payment amounts for specified litigation matters. The Board indicated that it was unwilling to accept significant risk to the potential value of the CVRs and instructed management to advise Webster of the same. The Board discussed potential safeguards to preserve the potential value of the CVRs for the Company’s stockholders. In follow-up to an earlier request of the Transaction Committee, Mr. Lake made a presentation to the Board relating to the tax treatment of the CVR distribution and the consensus tax position. The Board instructed management and the representatives of Ballard Spahr and Bourne to continue to negotiate the material open terms of the merger agreement and CVR agreement.

On the evening of September 10, 2026, there were several calls among the Company’s management and representatives of Ballard Spahr and Bourne, on the one hand, and representatives of Webster, Goodwin, Morgan Stanley and other Webster advisors, on the other hand. The parties continued the discussion of the forecasted cash balance at December 31, 2026 that was an input to the calculation of base consideration. After discussion and negotiation, the parties agreed that a cash balance of $32.5 million would be used to calculate the base consideration. Representatives of Webster proposed a base consideration of $6.25 per share, which the Company calculated implied a transaction enterprise value approximately $0.6 million below the value set forth in the July 2 LOI. Representatives of the Company rejected the proposal. The parties also discussed open issues in the CVR agreement, which were the definition of Consolidated EBITDA under the CVR and the potential reduction to the milestone payment for certain litigation matters. Consistent with the instruction from the Board to negotiate for safeguards to preserve the opportunity for value to the Company’s stockholders through the CVR, the Company’s management proposed that any losses be offset by recoveries on the specified litigation matters and that, to the extent of any net recoveries, the CVR milestone amount would be increased. The Company’s management proposed a $6.5 million cap in the amount of the increase or decrease in the milestone payment amount attributable to the specified litigation matters net recoveries or net losses, respectively. Mr. Beer of Webster also reported on discussions with Alcon relating to the status of its debt commitment.

On September 11, 2026, there were multiple all hands calls among the Company’s management and representatives of Ballard Spahr and Bourne, on the one hand, and representatives of Webster, Goodwin, Morgan Stanley and other Webster advisors, on the other hand. The parties and their advisors continued to discuss and negotiate the calculation of the base consideration, focusing on cash, debt and fully-diluted share count and ultimately agreed to a base consideration of $6.28 per share. The parties and their advisors worked through and reached agreement on the remaining business and other material issues in the merger agreement, including the treatment of the equity awards and the interim operating covenants. The final termination fees were inserted in the draft merger agreement to reflect a reverse termination fee of $16,181,288, the company termination fee of $9,957,716 and the go-shop termination fee of $7,468,287. In finalizing the CVR agreement, the parties agreed to net recoveries under the specified litigation matters against losses, with the adjustment to milestone payments capped at $10 million in either direction. In addition, the forms of the voting and support agreement, limited guarantee, equity commitments and debt commitments (other than the Alcon participation), and the disclosure schedules were finalized.

Given these factors and after consultation with the Board, Ballard Spahr advised Goodwin that, at this time, the Board would permit Webster to begin negotiations with Paul Josephs and through Paul Josephs, other members of the Company’s management, for a post-closing equity investment or post-closing employment terms. The Board

conditioned its willingness to permit these discussions upon no further negotiation between the Company and Webster on any material term of the merger agreement, CVR agreement or other transaction document. The management team engaged separate counsel and an advisor in relation to its separate negotiations with Webster.

On September 13, 2026, the Board and Transaction Committee held a joint meeting, which included Mr. Lake, Mr. Salus and representatives of Bourne, Ballard Spahr, Zukerman Gore and Craig-Hallum. The Board and Transaction Committee received a status update from management and counsel regarding negotiations between Webster and Alcon, which were ongoing. The Board and Transaction Committee engaged in a detailed and extensive discussion of the proposed terms and status of draft merger agreement, the draft CVR agreement, and the other draft transaction documents. Representatives of Ballard Spahr reviewed the fiduciary duties of directors and representatives of Craig-Hallum reviewed its preliminary analyses of the financial aspects of the proposed transaction. The Board also considered the other factors described under “The Merger — Recommendation of Our Board; Reasons for the Merger.” Following this meeting, the Board indicated its support for the proposed transaction on the terms presented and determined to reconvene a future meeting for the purpose of receiving material updates or approval, provided that the necessary Alcon agreements were received.

Mr. Josephs coordinated negotiations with Alcon on the proposed amendment to the contract manufacturing agreement and provided regular updates to the Board on the status of the overall transaction with Webster. Negotiations with Alcon relating to that proposed amendment and Alcon’s potential debt commitment continued over the weekend and during the week of September 14, 2026. In addition, beginning September 13, 2026 and continuing during the week of September 14, 2026, Mr. Josephs held discussions with representatives of Webster regarding a potential post-closing investment by management and certain post-closing employment terms.

On the afternoon of September 16, 2026, there was a status update call among the Company’s management and representatives of Ballard Spahr and Bourne, on the one hand, and representatives of Webster, Goodwin, and Morgan Stanley, on the other hand. A representative of Webster, Matthew Beer, Partner, provided an update on the status of discussions relating to Alcon’s debt commitment, the proposed terms of which continued to be under Alcon legal review. Mr. Josephs indicated that the terms of the proposed amendment to the Alcon contract manufacturing agreement were expected to be finalized and presented for internal Alcon approvals in the near-term. The parties discussed the potential impact of these matters on timing of the proposed transaction.

On the morning of September 23, 2026, there was a status update call among the Company’s management and representatives of Bourne and Ballard Spahr, on the one hand, and representatives of Webster, Goodwin, and Morgan Stanley, on the other hand. Mr. Beer provided a further update on the status of discussions relating to Alcon’s debt commitment and the potential timing to resolve the remaining issues. Mr. Josephs indicated that the proposed amendment to the Alcon contract manufacturing agreement had been approved by Alcon. The parties discussed timing of signing and announcing the potential transaction between the Company and Webster. Given the progress of Webster’s discussions with Alcon, the Board determined to set a meeting for the afternoon of the following day to receive a further update or approve the merger agreement and related transactions.

On September 24, 2026, the Board and Transaction Committee held a joint meeting, which included Mr. Lake, Mr. Salus, and representatives of Bourne, Ballard Spahr, Zukerman Gore, and Craig-Hallum. Mr. Josephs reported that Webster and Alcon were continuing to negotiate the proposed terms of Alcon’s debt commitment and provided an update regarding the parties’ expected timing for finalizing those negotiations. The Board determined to hold a meeting on Sunday, September 27, 2026 for the purpose of considering approval of the merger agreement and the merger, based upon the expectation that the terms of the Alcon debt commitment would be finalized the following day. After Mr. Lake and Mr. Salus departed the meeting, Mr. Josephs reported to the Board on the status of discussions among Mr. Josephs and certain other officers, on the one hand, and Webster, on the other hand, relating to management’s post-closing employment arrangements and potential investment in the post-closing company. Mr. Josephs indicated that while alignment in principle had been reached on certain aspects of post-closing employment arrangements, no agreement had been reached with Webster on the management investment. Webster’s willingness to sign the merger agreement was conditioned on agreement regarding the management investment. Mr. Josephs indicated that negotiations with Webster relating to the management investment would continue and he would keep the Board updated on this issue and the Alcon debt commitment in anticipation of the Board meeting scheduled for September 27, 2026.

As of September 24, 2026, the terms of Alcon’s debt commitment remained outstanding.

On September 25, 2026, Webster and Alcon reached agreement on Alcon’s debt commitment for the proposed transaction. During this time, the parties were working on draft public communications relating to the potential transaction, including a joint press release. Given the particular inputs the parties had used to calculate the transaction enterprise value and resulting base consideration, and to give better comparability to other public company transactions, the Company determined to reference in the press release the transaction enterprise value calculated based upon Craig-Hallum’s analysis, which was a transaction enterprise value of up to $663.7 million, assuming $160 million from full achievement of the CVR performance milestones, and the base consideration of $6.28 per share of common stock.

On September 25, 2026, the closing price of the Company’s common stock was $4.20 per share.

On September 26, 2026, representatives of Goodwin delivered to Ballard Spahr a proposed final form of debt commitment letter that included Alcon.

On September 27, 2026, the Board and the Transaction Committee held a joint meeting, which included all of the directors and committee members, Mr. Lake, Mr. Salus and representatives of Bourne, Ballard Spahr, Zukerman Gore and Craig-Hallum, to consider the potential transaction. Mr. Josephs provided an update on the potential transaction. A representative of Ballard Spahr reported to the Board that proposed final forms of the transaction documents, including the merger agreement, CVR agreement, voting and support agreements, debt commitment letter, equity commitment letter, and limited guarantee had been included in the materials circulated in advance. There were no substantive changes in the transaction documents from the versions previously reviewed by the Board. Information relating to the status of management’s negotiations with Webster for post-closing employment and investment was also provided by Mr. Josephs to the Board and the Transaction Committee.

At this meeting, a representative of Craig-Hallum reviewed the financial aspects of the proposed merger, including the financial analyses performed by Craig-Hallum, and rendered to the Board an opinion, which was initially rendered verbally and subsequently confirmed in a written opinion dated September 27, 2026, to the effect that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in Craig-Hallum’s written opinion, the common stock merger consideration was fair, from a financial point of view, to the holders of common stock (other than Parent and its affiliates). For more information, see the section entitled “— Opinion of Craig-Hallum” and Appendix C to this proxy statement.

At this time, the Board adjourned its meeting, and a separate meeting of the Transaction Committee was convened. All of the committee members were present as well as representatives of Zukerman Gore and Craig-Hallum. Following discussion and due consideration, the Transaction Committee unanimously recommended that the Board (i) determine that the entry into the merger agreement and the consummation of the transactions, including the merger, are advisable, and in the best interest of, the Company and its stockholders, (ii) authorize and approve the execution, delivery and performance by the Company of the merger agreement and the consummation of the transactions, including the merger, and (iii) subject to the terms and conditions of the merger agreement, recommend that the Company’s stockholders adopt the merger agreement and approve the merger and the transactions.

The Board reconvened and, having received the recommendation of the Transaction Committee and after careful review and discussion by the Board, including consideration of the factors described below under “The Merger  — Recommendation of Our Board; Reasons for the Merger,” the Board then unanimously (i) determined that the entry into the merger agreement and the consummation of the transactions, including the merger, are advisable, and in the best interest of, the Company and its stockholders, (ii) authorized and approved the execution, delivery and performance by the Company of the merger agreement and the consummation of the transactions, including the merger, and (iii) subject to the terms and conditions of the merger agreement, recommended that the Company’s stockholders adopt the merger agreement and approve the merger and the transactions. Then the Compensation Committee convened a meeting jointly with the Board. The Compensation Committee approved the treatment of outstanding Company equity awards under the merger agreement, made determinations under the CIC Severance Plan as described in “The Merger  — Interests of Directors and Executive Officers in the Merger” and took action under Rule 16b-3 to exempt the disposition and cancellations of securities in connection with the merger under Section 16 of the Exchange Act.

Following a discussion about the next steps and the communications plan, the Board meeting was adjourned. Following the meeting of the Board, representatives of the Company, Parent and Merger Sub executed and delivered the merger agreement and related agreements on September 27, 2026 and other parties to the relevant agreements also executed and delivered the agreements to which they are party.

On the morning of September 28, 2026, before the opening of the financial markets, the Company and Webster issued a joint press release announcing the transaction.

Beginning promptly after the announcement of the transaction, representatives of Bourne initiated the go-shop process on behalf of the Company and began their outreach to potential counterparties. From September 28, 2026 through October 28, 2026, at the direction of the Board, representatives of Bourne contacted 110 potential counterparties, of which three parties entered into non-disclosure agreements (all of which contained standstill agreements). Eighty-four potential counterparties, including each of the three parties that entered into non-disclosure agreements, declined to pursue a transaction and the remaining 26 potential parties did not respond or otherwise propose a transaction. At 11:59 p.m., Eastern Time on October 28, 2026, the go-shop period ended with the Company not having received an acquisition proposal.

As described above in the section of this proxy statement entitled “The Merger—Background of the Merger,” having received the unanimous recommendation of the Transaction Committee and after careful consideration, the Board, at a meeting held on September 27, 2026, unanimously (i) determined that the entry into the merger agreement and the consummation of the transactions, including the merger, are advisable, and in the best interest of, the Company and its stockholders, (ii) authorized and approved the execution, delivery and performance by the Company of the merger agreement and the consummation of the transactions, including the merger, and (iii) subject to the terms and conditions of the merger agreement, recommended that the Company’s stockholders adopt the merger agreement and approve the merger and the transactions. Accordingly, the Board recommends a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal, and “FOR” the adjournment proposal.

In deciding to authorize and approve the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the transactions contemplated by it, the Board received the recommendation of the Transaction Committee, consulted with and received the advice of its legal and financial advisors, discussed certain issues with the Company’s management, and considered a variety of factors weighing positively in favor of the merger, including the following non-exhaustive list of material factors (not necessarily in order of relative importance):

The Board considered the fact that all holders of Series A Preferred Stock have demanded redemption of their shares of Series A Preferred Stock, which redemption payment is due on December 28, 2026. Given the fact that the Series A Preferred stockholders will receive through the merger the same

amount in cash at closing to which they are entitled in a redemption, the merger provides certain, immediate value and liquidity to holders of Series A Preferred Stock without the risks to the Series A Preferred stockholders associated with the Company’s otherwise limited liquidity or risks inherent in potential capital raising transactions to fund the redemption of the Series A Preferred Stock.

After considering the limited number of counterparties, financial or strategic, who could potentially acquire the Company, none was considered by the Board (including based on the views of senior management and representatives of Bourne) to likely be willing or able to offer more attractive value to the Company’s stockholders than Webster. In this regard, the Board considered:

During the course of its deliberations, the Board also considered a variety of risks and other countervailing factors related to the merger agreement and the merger, including the following material factors (which are not necessarily presented in order of relative importance):

In addition, the Board considered the fact that the Company’s directors and executive officers may have financial interests in the merger that may be different from, or in addition to, those of the Company’s stockholders as described more fully below in the section of this proxy statement entitled “—Interests of Directors and Executive Officers in the Merger.” In considering the interests of certain of its directors and executive officers, the Board also considered the recommendation of the Transaction Committee, consisting only of independent and disinterested directors, that the merger agreement and the consummation of the transactions, including the merger, are advisable, and in the best interest of, the Company and its stockholders.

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive but rather includes the material factors considered by the Board. In making its recommendation to the Board, the Transaction Committee considered the same material factors. The Board reached the conclusion to (i) determine that the entry into the merger agreement and the consummation of the transactions, including the merger, are advisable, and in the best interest of, the Company and its stockholders, (ii) authorize and approve the execution, delivery and performance by the Company of the merger agreement and the consummation of the transactions, including the merger, and (iii) subject to the terms and conditions of the merger agreement, recommend that the Company’s stockholders adopt the merger agreement and approve the merger and the transactions, in light of the factors described above and other factors that the Board believed were appropriate, including the recommendation of the Transaction Committee.

In view of the wide variety of factors considered by the Board in evaluating the merger and the complexity of these matters, the Board did not consider it practical, and did not attempt to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. The Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board. Rather, the Board made its recommendation based on the totality of the information available to it, including discussions with, and questioning of, the Company’s management and its financial and legal advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

This explanation of the Board’s reasons for its recommendations and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Caution Regarding Forward-Looking Statements.”

Other than annual guidance and certain long-term financial targets, the Company does not, as a matter of course, publicly disclose forecasts as to future performance, earnings or other results due to the unpredictability of the underlying assumptions and estimates. In connection with its evaluation of the merger, the Board considered certain non-public unaudited prospective financial information included in the long-range plan (“LRP”) prepared by our management relating to the Company for fiscal and calendar years ending 2026 through 2030. A version of the LRP was prepared by management of the Company in December 2025 and the unaudited prospective financial information included that December 2025 LRP are referred to as the “December 2025 projections.” In June 2026, management of the Company updated the December 2025 LRP and the “December 2025 projections” based on the Company’s actual performance through the first quarter of 2026 and management’s best then currently available estimates and assumptions with respect to the future financial performance of the Company on a standalone basis. This updated LRP is referred to as the June 2026 LRP and the unaudited prospective financial information included the June 2026 LRP are referred to as the “June 2026 projections.” The December 2025 projections were provided to Webster and other potential acquirers of the Company and the June 2026 projections were provided to Webster as described under “—Background of the Merger” and a version of the June 2026 projections was provided to Craig-Hallum for its use and reliance in connection with its financial analyses and opinion (the “adjusted June 2026 projections”) summarized under “—Opinion of Craig-Hallum.” We refer to the December 2025 projections, the June 2026 projections and the adjusted June 2026 projections, collectively, as the “projections”.

The projections were not prepared with a view to public disclosure but are included in this proxy statement because such projections were made available to the Board and the Transaction Committee, Webster and Craig-Hallum, as applicable, and were used in the process leading to the execution of the merger agreement. The inclusion of this information should not be regarded as an indication that the Board, Craig-Hallum or any other recipient of this information considered, or now considers, the projections to be material information of the Company or necessarily predictive of actual future results nor should it be construed as financial guidance, and it should not be relied upon as such. In addition, the projections are not necessarily predictive of the actual future results that the Company may achieve following the consummation of the merger in respect of the CVR performance milestones in 2028, 2029 and 2030. For purposes of negotiating and assessing the probability of achieving the CVR performance milestone relating to Consolidated EBITDA, the Board and management primarily focused on estimated Pro Forma Adjusted EBITDA, which is presented in the tables below, including Pro Forma Adjusted EBITDA. The CVR performance milestones, including Consolidated EBITDA, are calculated differently than certain of the financial measures included in the projections, Parent and its affiliates will have the power and right to control all aspects of the Company’s business and operations following the consummation of the merger, and the CVR agreement does not impose any obligation on Parent to actually achieve any milestone. Therefore, the projections should not be relied upon as financial guidance for future periods in relationship to the CVR performance milestones.

The summary of the projections is not included in this proxy statement in order to induce any stockholder to vote in favor of the merger agreement proposal or other proposals to be voted on at the special meeting or to influence any stockholder to make any investment decision, including whether or not to seek appraisal rights with respect to shares of common stock or Series A Preferred Stock.

The projections should be evaluated, if at all, in conjunction with the limitations, assumptions and other factors disclosed in this proxy statement, and with the historical financial statements and other information regarding the Company contained in our public filings with the SEC, including the audited annual financial statements included in our Form 10-KT for the transition period ended December 31, 2025.

The projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States (which we refer to as “GAAP”), the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, neither our independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projections.

Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to the most directly comparable GAAP financial measure. Accordingly, the Company has not provided a reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Pro Forma Adjusted EBITDA and Unlevered Free Cash Flow, the non-GAAP financial measures included in the projections, to the relevant GAAP financial measures.

Although a summary of the projections and certain of the underlying assumptions is presented with numerical specificity, this information is not fact and should not be relied upon as necessarily predictive of actual future results. The projections reflect numerous assumptions and estimates, many of which are highly uncertain or even speculative. The projections cover an extended period, and such information by its nature becomes less predictive with each successive year (both because of the inherent limitations on predicting the more distant future and because the effects of assumptions or estimates that are not appropriate may compound and become magnified).

The projections are forward-looking statements. Important factors that may affect actual results and cause the projections not to be achieved include general economic conditions, changes in customer ordering patterns and revenue expectations, changes in actual or projected cash flows, competitive pressures, and the other factors described under “Caution Regarding Forward–Looking Statements” and “Certain Underlying Assumptions” below. As a result, there can be no assurance that the projections will be realized, and actual results may be materially better or worse than those contained in the projections. Neither the Company nor any of its affiliates, directors, officers, advisers or other representatives has made or makes any representation to any of our stockholders regarding the ultimate performance of the Company compared to the information contained in the projections or that the projections will be achieved.

The projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger. Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the projections to reflect circumstances existing after the date when we prepared the projections or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the projections are shown to be not appropriate. We can give no assurance that, had the projections been prepared either as of the date of the merger agreement or as of the date of this proxy statement, similar estimates and assumptions would be used.

In light of the foregoing factors and the uncertainties inherent in the projections, stockholders are cautioned not to rely on the projections included in this proxy statement.

The projections reflect numerous assumptions and estimates, many of which are highly uncertain or even speculative. Some of the significant assumptions reflected in the December 2025 projections and the June 2026 projections include:

The December 2025 projections and the June 2026 projections included the following estimates of the Company’s future financial performance for the calendar years 2026 to 2030 (all amounts in thousands):

Management made adjustments to the June 2026 projections and provided adjusted projections to Craig-Hallum for its use and reliance in connection with its financial analyses. The following summarizes the different or additional assumptions used in the projections provided to Craig-Hallum:

The adjusted June 2026 projections included the following estimates of the Company’s future financial performance for the calendar years 2026 to 2030 (all amounts in thousands):

On September 27, 2026, Craig-Hallum rendered to the Board and Transaction Committee its oral opinion, subsequently confirmed in a written opinion dated September 27, 2026, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in Craig-Hallum’s written opinion, the common stock merger consideration was fair, from a financial point of view, to the holders of the Company’s common stock (other than Parent and its affiliates).

The full text of Craig-Hallum’s written opinion, dated September 27, 2026, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Craig-Hallum in preparing its opinion, is attached as Appendix C to this proxy statement and is incorporated herein by reference. The summary of the written opinion of Craig-Hallum set forth below is qualified in its entirety to the full text of Craig-Hallum’s written opinion attached as Appendix C to this proxy statement. Craig-Hallum’s opinion was provided for the information and assistance of the Board and Transaction Committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the merger and Craig-Hallum’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of the Company’s common stock (other than Parent and its affiliates) of the common stock merger consideration. Craig-Hallum’s opinion did not address any other term or aspect of the merger agreement, the merger and the other transactions contemplated by the merger agreement, and does not constitute a recommendation to any

stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the merger or any other matter.

The full text of Craig-Hallum’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Craig-Hallum in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Craig-Hallum performed the following, among other things:

In addition, Craig-Hallum conducted such other analyses, examinations, and inquiries and considered such other financial, economic and market criteria as it deemed necessary in arriving at its opinion.

In its review and analysis and in arriving at its opinion, Craig-Hallum assumed and relied on the accuracy and completeness of the financial, business, and other information provided to, or otherwise discussed with, Craig-Hallum or publicly available. Craig-Hallum was not engaged, and did not independently attempt, to verify any of such information. Craig-Hallum also relied upon information provided by the Company’s management as to the reasonableness and achievability of the financial projections (and the assumptions and bases therefor) provided to Craig-Hallum, and, with the Company’s consent, Craig-Hallum assumed that the projections were reasonably prepared and reflect the best currently available estimates and judgments of the Company’s management. Craig-Hallum was not engaged to assess the reasonableness or achievability of the projections or the assumptions on which they were based, and Craig-Hallum expressed no view as to such projections or assumptions. In addition, Craig-Hallum did not conduct a physical inspection or appraisal of the assets, properties or facilities owned by the Company, and Craig-Hallum was not furnished with any such evaluation or appraisal. Craig-Hallum also assumed that all governmental, regulatory, or other consents and approvals for the consummation of the merger would be obtained without any material adverse effect on the Company or the merger.

For a summary of the financial projections provided to Craig-Hallum for use in its analysis, please see the section above “ — Certain Unaudited Prospective Financial Information.”

Craig-Hallum was not asked to, and Craig-Hallum did not, offer any opinion as to the material terms of the merger agreement (other than the common stock merger consideration to be received by holders of common stock) or the form of the merger. In rendering its opinion, Craig-Hallum assumed, with the Company’s consent, that the final executed form of the merger agreement and the CVR agreement would not differ in any material respect from the drafts that Craig-Hallum examined, and that the conditions to the merger in the merger agreement will be satisfied and that the merger will be consummated on a timely basis in the manner contemplated by the merger agreement. In arriving at its opinion, with the Board and Transaction Committee’s consent, Craig-Hallum did not assign any value to the CVRs to be issued pursuant to the CVR agreement.

Craig-Hallum’s opinion was based on economic and market conditions and other circumstances existing on, and information made available to Craig-Hallum as of September 27, 2026, and does not address any matters subsequent to such date. Craig-Hallum’s opinion was limited to the fairness from a financial point of view, as of the date of the opinion, to the holders of the Company’s common stock (other than Parent and its affiliates) of the common stock merger consideration. Craig-Hallum was not asked to, and Craig-Hallum did not, offer any opinion as to the basic business decision to proceed with or effect the merger, the merits of the merger relative to any alternative transaction or business strategy that may be available to the Company, Parent’s ability to fund the merger consideration or the amounts due under the CVR, any other terms contemplated by the merger agreement or the CVR agreement, or the fairness of the merger to any other class of securities, creditor or other constituency of the Company. Craig-Hallum did not give any opinion as to the amount, nature or fairness of the consideration or compensation to be received in or as a result of the transactions under the merger agreement by securityholders (other than the holders of common stock), officers, directors or employees of the Company. Although subsequent developments may affect Craig-Hallum’s opinion, Craig-Hallum does not have any obligation to update, revise, or reaffirm its opinion. Craig-Hallum’s opinion was approved by a fairness opinion committee of Craig-Hallum in accordance with established procedures.

The following is a summary of the material financial analyses performed by Craig-Hallum in arriving at its opinion. Craig-Hallum’s opinion letter was only one of many factors considered by the Board and Transaction Committee in evaluating the merger. Neither Craig-Hallum’s opinion nor its financial analyses were determinative of the common stock merger consideration or of the views of the Board, Transaction Committee, or the Company’s management with respect to the common stock merger consideration or the merger. None of the analyses performed by Craig-Hallum were necessarily assigned a greater significance by Craig-Hallum than any other, nor does the order of analyses described represent relative importance or weight given to those analyses by Craig-Hallum. Some of the summaries in the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Craig-Hallum’s financial analyses. The summary text describing each financial analysis does not constitute a complete description of Craig-Hallum’s financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by Craig-Hallum. The summary text set forth below does not represent and should not be viewed by anyone as constituting conclusions reached by Craig-Hallum with respect to any of the analyses performed by it in connection with its opinion. Rather, Craig-Hallum made its determination as to the fairness, from a financial point of view, to holders of the Company’s common stock (other than Parent and its affiliates) of the common stock merger consideration to be paid under the merger agreement based on its analyses as a whole.

Craig-Hallum reviewed publicly available information for selected M&A transactions to determine the implied premiums paid in such M&A transactions over recent trading prices of the relevant target companies at certain dates immediately prior to announcement of the relevant transaction. Craig-Hallum selected M&A transactions announced since January 1, 2023, involving U.S. or Canada based public target companies with transaction values ranging between $100 million and $1 billion, where the consideration was at least 80% cash with the buyer acquiring over 50% of the target company. Based on these criteria, Craig-Hallum reviewed 146 M&A transactions and compared the implied premiums paid in those selected M&A transactions over certain time periods to the premium that would be paid to the holders of the Company’s common stock based on the common stock merger consideration.

For each transaction, Craig-Hallum calculated the premium per share paid by the acquiror by comparing the announced transaction value per share to the target company’s historical share price as of the following dates: (i) closing price on the last trading day prior to announcement of the transaction or first reference in the public news media about the transaction (the “1-Day Price”), (ii) closing price 7 calendar days prior to announcement of the transaction or first reference in the public news media about the transaction (the “1-Week Price”), and (iii) closing price 30 calendar days prior to announcement of the transaction or first reference in the public news media about the transaction (the “1-Month Price”).

This analysis indicated the following implied premiums:

This analysis indicated the following approximate implied equity prices per share range for the Company:

Craig-Hallum reviewed and compared certain publicly available financial data, ratios and trading multiples for five comparable publicly traded companies that Craig-Hallum determined, based on its professional judgment, to be reasonably comparable to the Company. The comparable publicly traded companies Craig-Hallum selected were Alpha Teknova, Inc., Codexis, Inc., PolyPeptide Group AG, Siegfried Holding AG, and Stevanato Group S.p.A. Although none of the five selected publicly traded companies is directly comparable to the Company, Craig-Hallum reviewed these companies because, among other things, Craig-Hallum determined that their businesses, financial information, service offerings, and operating profiles are reasonably comparable to those of the Company for purposes of this analysis. In selecting comparable public companies, Craig-Hallum focused on contract development and manufacturing companies and therapeutics manufacturing companies headquartered in the United States, Canada or Europe with industry classification of pharmaceuticals or life science tools and services and with market capitalizations between $100 million and $10 billion. Financial data of the selected companies was based on publicly available information such as public filings and third-party equity research reports. Craig-Hallum reviewed data, including stock price, market capitalization, enterprise value (“EV”), revenues and Adjusted EBITDA (defined as earnings before interest, taxes, depreciation, amortization, change in fair value of debt derivative, and any stock-based compensation) for the last twelve months (“LTM”) and related multiples, and estimated calendar year 2027 revenues and Adjusted EBITDA and related multiples, for each of the selected publicly traded companies. The source of the information for the selected companies was their respective closing prices on September 25, 2026, and the analyses were based on the most recent publicly available information and information collected from S&P Capital IQ.

The following tables reflect the results of this analysis of the selected public companies:

For the purposes of this analysis, the Company’s LTM revenue and LTM Adjusted EBITDA were $124.2 million and $16.4 million, respectively. The Company’s 2027 estimated revenue and 2027 estimated Adjusted EBITDA were $137.3 million and $27.7 million, respectively. This analysis of the selected public companies indicated the following approximate implied equity prices per share range for the Company:

No company used in the comparable company analysis is identical to the Company. In evaluating selected publicly traded companies, Craig-Hallum made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters which are beyond the Company’s control, such as the impact of competition on the Company and the industry generally, industry growth and the absence of any adverse material change in the Company’s financial conditions and prospects or those of the Company or the industry or the financial markets in general.

Craig-Hallum performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms for selected transactions. Craig-Hallum reviewed and compared certain publicly available transaction valuation metrics that Craig-Hallum determined, based on its professional judgment, were reasonably comparable to the proposed merger. Craig-Hallum reviewed and selected precedent transactions that, in the exercise of its professional judgment, were deemed to have similar characteristics to the Company’s business and financial profile that had closed or were announced but had yet to close, since January 1, 2023 with total transaction values less than $5 billion with the buyer acquiring at least 80% of the target company with target company LTM revenue greater than $0. The following tables reflect the results of these analyses with respect to comparable transactions:

This analysis indicated the following implied multiples for the selected companies’ LTM and next twelve months (“NTM”) periods: