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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): September 2, 2025
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
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 |
LWAY |
Nasdaq
Global Market |
| Preferred Stock Purchase Rights |
None |
Nasdaq Global 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 7.01. Regulation FD Disclosure.
On September 2, 2025, Lifeway Foods, Inc. (the
“Company”) issued a press release announcing estimated unaudited net sales of $39.1 million for the first two months of
the third quarter through August 31, 2025, representing a 20% increase from the same period in the prior
year.
A copy of the Press Release is attached as Exhibit 99.1 hereto and
incorporated herein by reference.
The information under Item 7.01 of this Current Report on Form 8-K
and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that section, or incorporated by reference into any of the Company’s filings under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing regardless of any general incorporation
language in such filing.
This Current Report and Exhibit 99.1 hereto contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements include all statements that are not historical statements of fact and those regarding
the Company’s intent, belief, plans or expectations for the Company’s business, operations, financial performance or condition,
including, without limitation, statements regarding estimated unaudited net sales. These statements use words, and variations of words,
such as “continue,” “believe,” “expect,” “anticipate,” “plan,” “project,”
“estimate,” “outlook,” “potential,” “forecast” and similar expressions or future or conditional
verbs such as “will,” “should,” “would,” “may” and “could.” You are cautioned
not to rely on these forward-looking statements. These forward-looking statements are made as of the date of this Current Report, are
based on current expectations of future events and thus are inherently subject to a number of risks and uncertainties, many of which involve
factors or circumstances beyond the Company’s control. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties
materialize, actual results could vary materially from the Company’s expectations and projections. These risks, uncertainties and
other factors include: price competition; the decisions of customers or consumers; the actions of competitors; changes in the pricing
of commodities; the effects of government regulation; possible delays in the introduction of new products; customer acceptance of products
and services; and uncertainty regarding proposals or other actions taken by shareholders related to the unsolicited proposal made by Danone
North America PBC (“Danone”) to acquire all of the shares of Lifeway stock that Danone does not already own. A further list
and description of these risks and uncertainties, and other factors can be found in the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2024 and the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
2025 and June 30, 2025. Copies of these filings are available online at https://www.sec.gov, http://lifewaykefir.com/investor-relations/,
or on request from the Company. The Company expressly disclaims any obligation to update any forward-looking statements (including, without
limitation, to reflect changed assumptions, the occurrence of anticipated or unanticipated events or new information), except as required
by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
Description |
| |
|
| 99.1 |
Press Release dated September 2, 2025 |
| |
|
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
|
|
| Dated: September 2, 2025 |
By: |
/s/ Eric Hanson |
|
| |
|
Name: Eric Hanson |
|
| |
|
Title: Chief Financial Officer |
|
