Current Report Filing (8-k)
November 09 2022 - 2:50PM
Edgar (US Regulatory)
0000814586
false
0000814586
2022-11-07
2022-11-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): November 7,
2022
LIFEWAY FOODS, INC.
(Exact name of registrant as specified in its charter)
ILLINOIS |
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000-17363 |
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36-3442829 |
(State
or other jurisdiction of
incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
6431
Oakton St. Morton
Grove, IL |
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60053 |
(Address of principal executive
offices) |
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(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 |
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 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 November 7, 2022, Lifeway Foods, Inc. (the
“Company”) entered into (i) an agreement (the “Stock Purchase Agreement”) with Ludmila Smolyansky (“Ms.
Smolyansky”), to purchase 850,340 shares (the “Shares”) of common stock of the Company (the “Common Stock”)
from Ms. Smolyansky.
Pursuant to the Stock
Purchase Agreement, the Company and Ms. Smolyansky have agreed, among other things, that (i) Ms. Smolyansky will sell the Shares at a
purchase price of $4.70 per share, which represents a twenty percent (20.0%) discount to the average closing price of the Common Stock
on Nasdaq over the five (5) trading day period ended on the trading day immediately preceding the date of the Stock Purchase Agreement
and (ii) Ms. Smolyansky will use a portion of the proceeds to satisfy in full certain obligations of Ms. Smolyansky, which are secured
by previously disclosed pledges of Common Stock, causing all such pledges to be released. The purchased Shares will be held in treasury
by the Company.
As a closing condition
to the Stock Purchase Agreement, Ms. Smolyansky and Mr. Smolyansky will deliver an executed amendment (the “Amendment”) to
that certain Settlement Agreement dated as of July 27, 2022 (the “Settlement Agreement”), between the Company and Ms. Smolyansky
and Mr. Smolyansky. Pursuant to the Amendment, Ms. Smolyansky and Mr. Smolyansky each agree, among
other things, to (i) grant the Company a right of first refusal, subject to Danone North America Public Benefit Corporation’s (“Danone”)
right of first refusal, on substantially similar terms as Danone (ii) extend the standstill and all related terms under the Proxy Settlement
Agreement through the date of the 2024 annual meeting of the Company’s shareholders (the “Standstill”); and (iii) to
appear in person or by proxy and vote their respective remaining shares of Common Stock beneficially owned, individually or otherwise,
and controlled by either of them and over which they have power and authority to vote during the Standstill (a) in accordance with the
recommendations of the Board at any special meeting or annual meeting of the shareholders with respect to any proposal(s) not related
to the sale of the Company or all or substantially all of the assets of the Company; and (b) in proportion to the vote of the other shareholders
with respect to any proposal relating to any vote on the sale of the Company or all or substantially all of the assets of the Company.
The form of Amendment is attached as Exhibit A to the Stock Purchase Agreement.
The foregoing description
of the Stock Purchase Agreement contained herein is qualified in its entirety by reference to the Stock Purchase Agreement, which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and 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.
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LIFEWAY FOODS, INC.
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Dated: November 9, 2022 |
By: |
/s/ Julie Smolyansky |
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Name: Julie Smolyansky
Title: Chief Executive Officer |
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