Current Report Filing (8-k)
February 08 2023 - 8:20AM
Edgar (US Regulatory)
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0000814586
2023-02-08
2023-02-08
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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): February 8,
2023
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) |
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. ☐
Lifeway Foods, Inc. (the “Company”) is planning to move
its 2023 annual meeting of stockholders (the “2023 Annual Meeting”) ahead by more than 60 days of the date of the 2022 annual
meeting of stockholders. The Company will provide detail regarding the date, time, location and matters to be voted on at the 2023 Annual
Meeting in the Company’s proxy statement for the 2023 Annual Meeting. In accordance with Rule 14a-8 under the Securities Exchange
Act of 1934, as amended (“Rule 14a-8”), and the Amended and Restated Bylaws (the “Bylaws”) of the Company, the
deadlines for the receipt of any stockholder proposals and director nominations to be considered at the 2023 Annual Meeting are set forth
below.
Rule 14a-8 Proposals Deadline. Any stockholder proposals intended
for inclusion in the Company’s definitive proxy statement for the 2023 Annual Meeting pursuant to Rule 14a-8 must be received at
the Company’s principal executive office on or before March 17, 2023 (which the Company believes is a reasonable time before it
begins to print and send its proxy materials). Such proposals also need to comply with the Securities and Exchange Commission stockholder
proposal rules.
Advance Notice Proposals and Nominations. In addition, any stockholder
seeking to nominate a director or to bring other business before the 2023 Annual Meeting outside of Rule 14a-8 under the advance notice
provisions included in the Company’s Bylaws must provide timely notice, as set forth in the Bylaws. Specifically, written notice
of any such proposed business or nomination must be received by our Secretary at our principal executive offices not earlier than close
of business not earlier than the 120th day before prior to the annual meeting, or March 5, 2023, and not later than the close
of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the date on which
public announcement of the date of such meeting is first made, or March 17, 2023. Any notice of proposed business or nomination also must
comply with the notice and other requirements set forth in our Bylaws and with any applicable law.
Item 9.01 |
Financial Statements and Exhibits |
Exhibit Index
Exhibit Number |
|
Description |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document). |
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.
|
|
Dated: February 8, 2023 |
By: |
/s/ Eric Hanson |
|
|
|
Name: Eric Hanson
Title: Chief Financial Officer |
|
|
|
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