S-3 S-3 EX-FILING FEES 0001005286 LIFECORE BIOMEDICAL, INC. \DE\ N/A N/A 0.0001531 0.0001531 0001005286 2025-09-22 2025-09-22 0001005286 1 2025-09-22 2025-09-22 0001005286 2 2025-09-22 2025-09-22 0001005286 3 2025-09-22 2025-09-22 0001005286 4 2025-09-22 2025-09-22 0001005286 5 2025-09-22 2025-09-22 0001005286 6 2025-09-22 2025-09-22 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

LIFECORE BIOMEDICAL, INC. \DE\

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Equity Common Stock, $0.0001 par value per share 457(o)
Other Warrants 457(o)
Fees to be Paid 1 Unallocated (Universal) Shelf 457(o) $ 150,000,000.00 0.0001531 $ 22,965.00
Fees to be Paid 2 Equity Common Stock, $0.0001 par value per share Other 993,807 $ 7,542,991.34 0.0001531 $ 1,154.83
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities 3 Equity Common Stock, $0.0001 par value per share 415(a)(6) 12,667,486 $ 47,123,047.92 S-1 333-271176 10/15/2024 $ 5,192.96
Carry Forward Securities 4 Equity Common Stock, $0.0001 par value per share 415(a)(6) 6,795,344 $ 33,704,906.24 S-1 333-282583 10/22/2024 $ 5,160.22

Total Offering Amounts:

$ 238,370,945.50

$ 24,119.83

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 24,119.83

Offering Note

1

1a. An unspecified number of securities is being registered as may from time to time be offered at unspecified prices. 1b. Includes rights to acquire common stock of the registrant under any shareholder rights plan then in effect, if applicable under the terms of any such plan. 1c. Estimated solely for the purpose of calculating the registration fee. No separate consideration will be received for shares of common stock that are issued upon exercise of common stock warrants registered hereunder.

2

2a. Represents shares of common stock issuable upon the conversion of outstanding shares of Series A Convertible Preferred Stock. 2b. Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per unit is the average of the high and low prices reported for the registrant's common stock quoted on the Nasdaq Global Select Market on September [15], 2025.]

3

3a. The registrant previously registered the offer and sale of 12,667,486 shares of common stock pursuant to a registration statement on Form S-1 (File No. 333-271176) initially filed with the Securities and Exchange Commission (the "Commission") on April 6, 2023 (the "2023 Registration Statement"), all of which remain unsold (the "2023 Unsold Securities"), and, in connection therewith, paid a filing fee of $5,192.96. Pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended (the "Securities Act"), the securities registered pursuant to this registration statement include the 2023 Unsold Securities, and the filing fee associated therewith (which amount is based on the filing fee rate in effect at the time of the filing of the 2023 Registration Statement) is hereby carried forward to be applied to the 2023 Unsold Securities and no additional filing fee is due with respect thereto. Pursuant to Rule 415(a)(6), the offering of the 2023 Unsold Securities pursuant to the 2023 Registration Statement shall be deemed terminated as of the date of the effective date of this registration statement.

4

4a. The registrant previously registered the offer and sale of 6,795,344 shares of common stock pursuant to a registration statement on Form S-1 (File No. 333-282583) initially filed with the Commission on April 10, 2024 (the "2024 Registration Statement"), all of which remain unsold (the "2024 Unsold Securities"), and, in connection therewith, paid a filing fee of $5,160.22. Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include the 2024 Unsold Securities, and the filing fee associated therewith (which amount is based on the filing fee rate in effect at the time of the filing of the 2024 Registration Statement) is hereby carried forward to be applied to the 2024 Unsold Securities and no additional filing fee is due with respect thereto. Pursuant to Rule 415(a)(6), the offering of the 2024 Unsold Securities pursuant to the 2024 Registration Statement shall be deemed terminated as of the date of the effective date of this registration statement.
Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A