Item 8.01 Other Events.
Lifeway Foods, Inc. (the
“Company”) is relying on the U.S. Securities and Exchange Commission’s Order under Section 36 of the Securities
Exchange Act of 1934, as amended, Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder
dated March 25, 2020 (Release No. 34-88465) to delay the filing of its Definitive Proxy Statement on Schedule 14A (the “Proxy
Statement”), including the information omitted from Part III of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2019 pursuant to the General Instruction G(3) of Form 10-K (the “Part III Information”), which it
expects to include in the Proxy Statement, due to circumstances related to the COVID-19 pandemic. In particular, due to a stay
at home order in place for Illinois residents the Company implemented a work from home policy for all non-production employees
to protect its employees and their families from potential virus transmission among co-workers. The service providers assisting
the Company with preparation and dissemination of the Proxy Statement have implemented similar work from home policies. The efficiency
of the Company’s process to complete our Proxy Statement process and key personnel working remotely while preparing and disseminating
the Proxy Statement is negatively impacted by greater difficulty accessing documents, information and materials and other priorities
including school closures, illness, responsibility for elders and other issues related to the Illinois stay at home orders and
COVID-19. The Company is in the process of working on a remote basis to file the Proxy Statement, including the Part III Information,
as quickly as possible. The Company expects to file the Proxy Statement, including the Part III Information, no later than June
14, 2020 (which is 45 days from the Proxy Statement’s original filing deadline of April 29, 2020).
The Company is supplementing
the risk factors previously disclosed in the Company’s Annual report on Form 10-K for the year ended December 31, 2019 with
the following risk factor:
Our business may suffer
from the severity or longevity of the Coronavirus/COVID-19 global pandemic.
The Coronavirus (“COVID-19”)
is currently impacting countries, communities and markets around the world. We cannot, at this time, predict whether COVID-19
will have a long term material impact on our financial condition and result of operations. On March 16, 2020, the food industry,
including the Company, grocery stores and their suppliers, and transportation were classified by the U.S. federal government as
critical infrastructure industry. As a result, our employees and facilities, as well as our suppliers and the retailers and distributors
that sell our products, are able to remain in operation. Despite this and the plans we have in place to mitigate possible effects
COVID-19 may have on the productivity of our workforce and operation of our facilities, if significant portions of our workforce
are unable to work effectively due to illness, quarantines, government actions or orders, facility closures or other reasons in
connection with the COVID-19 pandemic, our operations could be impacted. If that happens, we may be unable to produce sufficient
products to fully satisfy all purchase orders and some of our costs may not be fully recoverable or adequately covered by insurance.
The severity and longevity of the COVID-19 pandemic may also cause customers to suspend their decisions on purchasing our products.
In addition, although our suppliers, customers and distributors are also classified as critical infrastructure industries, these
changes may disrupt our supply chain, customers or distributors in ways we cannot predict. While we have contingency plans to
carry on essential operations, these may not be able to mitigate all potential impacts, the extent to which COVID-19 impacts our
business, sales and results of operations will depend on future developments, which are highly uncertain and cannot be predicted.