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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): July 3, 2025
(Exact Name of Registrant
as Specified in Charter)
Illinois |
|
000-17363 |
|
36-3442829 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
6431 Oakton Street
Morton Grove, Illinois |
|
60053 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code:
(847) 967-1010
(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 or to be registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, no par value |
LWAY |
The NASDAQ Stock Market |
Preferred Stock Purchase Rights |
n/a |
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 7.01. Regulation FD Disclosure.
On July 3, 2025, Lifeway Foods, Inc., an Illinois
corporation, issued a press release regarding the consent solicitation statement filed by Ludmila Smolyansky, Edward Smolyansky, Richard
Beleutz, Cindy Curry, Michael Leydervuder, George Sent and Robert Whalen. A copy of the press release is furnished as Exhibit 99.1 hereto
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
99.1 |
|
Press Release issued by Lifeway Foods, Inc. on July 3, 2025 |
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: July 3, 2025 |
|
By: |
/s/ Julie Smolyansky |
|
|
|
Name: Julie Smolyansky
Title: Chief Executive Officer and Secretary |