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  4. [8-K] Lifeway Foods, Inc. Reports Material Event

Lifeway Foods (NASDAQ: LWAY) secures $22M equipment loan facility

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lifeway Foods, Inc. entered into a new Master Security Agreement with CIBC Bank USA to fund equipment purchases through an Interim Funding Agreement of up to $22,000,000 in total loan advances. The interim funding period runs until June 30, 2027, after which outstanding advances convert into a single Equipment Guidance Line Note. That note will be repaid over five years from the conversion date, with interest on both the interim advances and term note set at 1‑month Term SOFR plus 1.65%, paid monthly in arrears. Existing terms under the prior Credit Agreement, including its Sixth Modification effective December 29, 2025, remain in place.

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Insights

Lifeway adds a dedicated $22M equipment financing line on unchanged core credit terms.

Lifeway Foods arranged a Master Security Agreement and related Interim Funding Agreement with CIBC Bank USA, allowing equipment financing or refinancing of up to $22,000,000 through June 30, 2027. This creates a defined channel for capital spending tied to specific collateral.

All outstanding advances at the end of the interim period roll into an Equipment Guidance Line Note with a five‑year maturity, keeping repayment structured and predictable. Pricing at 1‑month Term SOFR plus 1.65% pegs interest costs directly to short‑term rates, so future expense will track SOFR movements.

The company states that material terms of its existing Credit Agreement, including the Sixth Modification dated December 29, 2025, remain unchanged. That suggests this facility supplements rather than replaces current borrowing arrangements, with overall impact depending on how much of the $22,000,000 line Lifeway ultimately draws for equipment investments.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Equipment financing capacity $22,000,000 Aggregate loan advances under Interim Funding Agreement
Interest spread SOFR + 1.65% Rate on interim advances and Equipment Guidance Line Note
Interim funding end date June 30, 2027 Last date for equipment loan advances
Term note maturity 5 years Maturity after Conversion Date for Equipment Guidance Line Note
Agreement date June 30, 2026 Date of Master Security Agreement and related documents
Master Security Agreement financial
"On June 30, 2026, Lifeway Foods, Inc. and CIBC Bank USA ... entered into a Master Security Agreement (the “MSA”)."
Interim Funding Agreement financial
"The MSA provides for loan advances under an Interim Funding Agreement (the “Interim Funding Agreement”) to finance or refinance the acquisition of equipment..."
Equipment Guidance Line Note financial
"...shall be converted into the Equipment Guidance Line Note (the “Note”)."
Term Secured Overnight Financing Rate (SOFR) financial
"Interest on the loan advances is payable monthly in arrears at the 1-month Term Secured Overnight Financing Rate (“SOFR”) plus 1.65%."
A secured overnight financing rate (SOFR) is a widely used benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral in the repurchase (repo) market. It matters to investors because SOFR serves as the reference rate for many short-term loans, floating-rate bonds, and derivatives, so changes in SOFR affect borrowing costs, interest income, and the valuation of instruments tied to short-term interest rates—think of it as the overnight price of secured cash.
Credit Agreement financial
"The material terms and conditions of that certain Credit Agreement by and among Lifeway, Fresh Made, Inc.... remain unchanged after giving effect to the MSA..."
A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.

FAQ

What new financing did Lifeway Foods (LWAY) arrange with CIBC Bank USA?
Lifeway Foods arranged a Master Security Agreement and Interim Funding Agreement with CIBC Bank USA, enabling equipment financing or refinancing of up to $22,000,000. This dedicated line supports capital investment while using equipment as collateral.

What is the size and term of Lifeway Foods’ new equipment financing line?
The new equipment financing line allows advances up to $22,000,000 during an interim funding period ending June 30, 2027. After that, outstanding advances convert into an Equipment Guidance Line Note with a five‑year maturity from the conversion date.

What interest rate will Lifeway Foods pay on the new CIBC equipment loans?
Interest on both the interim loan advances and the Equipment Guidance Line Note is set at the 1‑month Term Secured Overnight Financing Rate (SOFR) plus 1.65%, payable monthly in arrears. This links borrowing costs directly to short‑term benchmark rates.

How does the new equipment financing affect Lifeway Foods’ existing credit agreement?
Lifeway states that material terms and conditions of its existing Credit Agreement, including the Sixth Modification effective December 29, 2025, remain unchanged. The new Master Security Agreement and related documents operate alongside, rather than replacing, that arrangement.

What happens to Lifeway Foods’ interim advances after June 30, 2027?
At the conclusion of loan advances, outstanding amounts on the conversion date, as specified in a Collateral Schedule, will be consolidated into an Equipment Guidance Line Note. That note is repaid in monthly installments of principal and interest over five years.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
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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): June 30, 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 Material Definitive Agreement.

 

On June 30, 2026, Lifeway Foods, Inc. (“Lifeway”) and CIBC Bank USA, Lifeway’s current lender (the “Lender”) entered into a Master Security Agreement (the “MSA”). The MSA provides for loan advances under an Interim Funding Agreement (the “Interim Funding Agreement”) to finance or refinance the acquisition of equipment, subject to Lender’s acceptance of collateral documentation, up to $22,000,000 in the aggregate, during an interim funding period which expires June 30, 2027. Interest on the loan advances is payable monthly in arrears at the 1-month Term Secured Overnight Financing Rate (“SOFR”) plus 1.65%.

 

Upon the conclusion of loan advances under the Interim Funding Agreement, and the execution of a Collateral Schedule by Lender and Lifeway, all loan advances outstanding on the date of such Collateral Schedule (the “Conversion Date”), shall be converted into the Equipment Guidance Line Note (the “Note”). The note is payable in monthly installments of principal and interest and matures five years after the Conversion Date. Interest is payable monthly in arrears at the 1-month Term Secured Overnight Financing Rate (“SOFR”) plus 1.65%.

 

The material terms and conditions of that certain Credit Agreement by and among Lifeway, Fresh Made, Inc., a wholly owned subsidiary of Lifeway (“Fresh Made”), Lifeway Wisconsin, Inc., a wholly owned subsidiary of Lifeway (“Lifeway Wisconsin”, and collectively with Lifeway and Fresh Made, the “Borrowers”) and Lender, wherein Borrowers and Lender entered into that certain Sixth Modification effective as of December 29, 2025, remain unchanged after giving effect to the MSA, Interim Funding Agreement and Equipment Guidance Line Note.

 

The descriptions of the MSA, Interim Funding Agreement and Note set forth above are qualified in their entirety by reference to the MSA, Interim Funding Agreement and Note filed herewith as Exhibit 10.1 and incorporated by reference herein.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No. Description
   
10.1 Master Security Agreement, Interim Funding Agreement, and Equipment Guidance Line Note, dated as of June 30, 2026 by and among Lifeway Foods, Inc. and CIBC Bank USA, as Lender.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

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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.

 

 

  
Dated:   July 7, 2026 By: /s/ Eric Hanson  
    Name: Eric Hanson  
    Title: Chief Financial Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

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Source: View Original Filing on SEC EDGAR

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