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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 14, 2026
LIFEWAY FOODS, INC.
(Exact Name of Registrant as Specified in Its
Charter)
| ILLINOIS |
|
000-17363 |
|
36-3442829 |
(State or
Other Jurisdiction of
Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
| 6431
West Oakton St. Morton
Grove, IL |
|
60053 |
| (Address of principal executive offices) |
|
(Zip code) |
Registrant’s telephone number, including
area code: (847) 967-1010
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, no par value |
|
LWAY |
|
The Nasdaq Stock Market |
| Preferred Stock Purchase Rights |
|
None |
|
The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b 2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Definitive Material Agreement. |
Underwriting Agreement
On May 14, 2026, Lifeway Foods, Inc. (the “Company”) entered
into an underwriting agreement (the “Underwriting Agreement”) with BTIG, LLC (the “Underwriter”) and Danone USA
Public Benefit Corporation (the “Selling Stockholder”) in connection with a public offering of an aggregate of 3,454,756 shares
(the “Shares”) of the Company’s common stock, no par value (the “Common Stock”), by the Selling Stockholder
at a price to the public of $19.50 per share (the “Offering”).
The Offering is being made pursuant to a shelf registration statement
on Form S-3 (No. 333-291148) that was previously filed with the Securities and Exchange Commission (“SEC”) and declared effective
by the SEC on December 10, 2025 and a prospectus supplement.
The closing of the Offering is expected to occur on or about May
19, 2026, subject to the satisfaction of customary closing conditions. The Company will not receive any proceeds from the Offering. The Company has agreed to repurchase approximately $5.0 million of the Shares in the Offering at the same per
share price to be paid by investors in the Offering (the “Share Repurchase”). The Offering is not conditioned upon the
completion of the Share Repurchase, but the share repurchase is conditioned upon the completion of the Offering.
BTIG, LLC is acting as sole underwriter for the Offering.
The foregoing description of the Underwriting Agreement does not purport
to be complete and is qualified in its entirety by reference to, and incorporate herein by reference, the full text thereof, a copy of
which is filed herewith as Exhibit 1.1.
On May 14, 2026, the Company issued a press release announcing the
pricing of the Offering, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement dated May 14, 2026. |
| |
|
|
| 5.1 |
|
Opinion of Kelley Drye & Warren LLP regarding legality of securities being registered. |
| |
|
|
| 23.1 |
|
Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1). |
| |
|
|
| 99.1 |
|
Press Release dated May 14, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
LIFEWAY FOODS, INC. |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| Date: May 14, 2026 |
|
By: |
/s/ Eric Hanson |
|
| |
|
|
Name: |
Eric Hanson |
|
| |
|
|
Title: |
Chief Financial and Accounting Officer |
|
Exhibit 99.1
Lifeway Foods Announces Pricing of Secondary
Underwritten Public Offering of Common Stock
Morton Grove, IL — May 14, 2026 —
Lifeway Foods, Inc. (Nasdaq: LWAY) (“Lifeway” or the “Company”) today announced the pricing of a secondary underwritten
public offering (the “Offering”) of 3,454,756 shares of its common stock (“Common Stock”) by Danone USA Public
Benefit Corporation (the “Selling Stockholder”) at a price to the public of $19.50 per share.
The Offering consists entirely of shares of Common
Stock being sold by the Selling Stockholder and is expected to close on May 19, 2026, subject to customary closing conditions. The Company
is not selling any shares of Common Stock in the Offering and will not receive any proceeds from the Offering. The Company has agreed
to repurchase approximately $5.0 million of the Shares in the Offering at the same per share price to be paid by investors in the Offering
(the “Share Repurchase”). The Offering is not conditioned upon the completion of the Share Repurchase, but the share repurchase
is conditioned upon the completion of the Offering.
BTIG is acting as the sole book-running manager
for the Offering.
The Offering is being made pursuant to a shelf
registration statement on Form S-3 (No. 333-291148) that was previously filed with the Securities and Exchange Commission (“SEC”)
and declared effective by the SEC on December 10, 2025. A preliminary prospectus supplement and accompanying prospectus relating to and
describing the terms of the Offering is available on the SEC's website located at www.sec.gov. Copies of the final prospectus supplement
and the accompanying prospectus relating to the Offering may also be obtained, when available, by contacting: BTIG, LLC, 65 East 55th
Street, New York, New York 10022, Attn: Syndicate Department, BTIGSyndicateCoverage@btig.com.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
About Lifeway Foods, Inc.
Lifeway Foods, Inc., which has been recognized
as one of America's Growth Leaders by TIME, as Dairy Foods' Processor of the Year 2025, one of Forbes' Best Small Companies and named
to Inc.'s 2025 Best in Business list in the Best Challenger Brands category, is America's leading supplier of the probiotic, fermented
beverage known as kefir. In addition to its line of drinkable kefir, the Company also produces a variety of cheeses and a ProBugs®
line for kids. Lifeway's tart and tangy fermented dairy products are now sold across the United States, Mexico, United Arab Emirates,
Central America and the Caribbean. Learn how Lifeway is good for more than just you at lifewayfoods.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, express or implied
statements related to Bel’s expectations regarding the timing and closing of the offering. The words “may,” “will,”
“could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue,”
“seek,” “target” and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Any forward-looking statements in this press release are based on management’s
current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events
or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release. The
Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The
Company disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events,
conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ
from those set forth in the forward-looking statements.
Derek Miller
Vice President of Communications, Lifeway Foods
Email: derekm@lifeway.net
General inquiries:
Lifeway Foods, Inc.
Phone: 847-967-1010
Email: info@lifeway.net
