Lifeway Foods (LWAY) 8-K/ARegulation FD Disclosure

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2024

LIFEWAY FOODS, INC.

(Exact Name of Registrant as Specified in Charter)

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 or to be registered pursuant to Section 12(b) of the Act:

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. ☐

EXPLANATORY NOTE

This Form 8-K/A (this “Amendment”) is being filed solely to correct the date of the press release attached as Exhibit 99.1 to the Form 8-K filed on November 20, 2024 (the “Original 8-K”) from November 19, 2024 to November 20, 2024. Except for the aforementioned change, this Amendment does not amend, update or change any other items or disclosures contained in the Original 8-K. This Amendment restates and replaces the Original 8-K in its entirety.

Item 7.01. Regulation FD Disclosure.

On November 20, 2024, Lifeway Foods, Inc., an Illinois corporation (the “Company”), issued a press release announcing the rejection by the Company’s board of directors (the “Board”) of the revised unsolicited proposal received from Danone North America PBC (“Danone”) on November 15, 2024. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference. A letter sent by the Company’s Chief Executive Officer, on behalf of the Board, to Danone’s President and Chief Executive Officer and a letter sent by the Company’s counsel, on behalf of the Board, to Danone’s counsel are furnished as Exhibits 99.2 and 99.3, respectively, to this Current Report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits:

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.