Current Report Filing (8-k)
June 28 2021 - 2:35PM
Edgar (US Regulatory)
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 24, 2021
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)
|
(847) 967-1010
(Registrant’s telephone number, including
area code)
(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
|
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 any 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
8.01. Other Events
On June 24, 2021, the board of directors (the “Board”) of Lifeway Foods, Inc.
(the “Company”) authorized a plan to repurchase up to 250,000 shares of Common Stock in the open market within
24 months at no more than $10 per share in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the
Exchange Act pursuant to an agreement with a single broker satisfying the requirements of Rule 10b5-1 of the Securities Exchange Act
of 1934 (the “Exchange Act”) (the “2021 Repurchase Plan”).
Entering into the agreement with a single broker that satisfies Rule
10b5-1 of the Exchange Act allows the Company to repurchase its shares at times when it might otherwise be prevented from doing so due
to self-imposed trading blackout periods or pursuant to insider trading laws. The Company’s third-party broker, subject to Securities
and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the
Company’s common stock in accordance with the terms of the Repurchase Plan.
The Company cannot predict when or if it will repurchase any shares
of common stock pursuant to the 2021 Repurchase Plan Amendment as such repurchases will depend on a number of factors, including constraints
specified in agreement with the broker pursuant to Rule 10b5-1 of the Exchange Act, price, general business and market conditions. Information
regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities
and Exchange Commission as required by the applicable rules of the Exchange Act.
This report contains forward-looking information, as that term is defined
under the Exchange Act, including information regarding purchases by the Company of its common stock pursuant to the 2021 Repurchase Plan.
By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes
in price and volume and the volatility of the Company’s common stock; constraints specified in the Rule 10b5-1 Plan, the Company’s
general business and market conditions, and such other factors as discussed throughout Part I, Item 1 “Business”; Part I,
Item 1A “Risk Factors”; and Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results
of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2020 and that are described from time to time in
our filings with the SEC. The Company does not undertake to update any forward-looking statements or information, including those contained
in this report.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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.
Dated: June 28, 2021
|
|
|
|
|
|
LIFEWAY FOODS, INC.
|
|
|
By:
|
/s/ Eric
Hanson
|
|
|
|
Name: Eric
Hanson
Title: Chief
Financial & Accounting Officer
|
|
|
|
|
|
Lifeway Foods (NASDAQ:LWAY)
Historical Stock Chart
From May 2024 to Jun 2024
Lifeway Foods (NASDAQ:LWAY)
Historical Stock Chart
From Jun 2023 to Jun 2024