LWAY Lifeway Foods Inc

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 11, 2025

 

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. ☐

 

 

 

 

 

Item 7.01.    Regulation FD Disclosure.

 

On February 11, 2025, Lifeway Foods, Inc., an Illinois corporation (the “Company”), issued a press release congratulating Simple Mills and its CEO, Kaitlin Smith, on the recently announced sale of Simple Mills to Flowers Foods (the “Simple Mills Sale”). The Company was an early investor in Simple Mills in 2015 and anticipates receiving approximately $5,000,000 upon the consummation of the Simple Mills Sale. The Company’s Board of Directors affirms its support for the management of the Company by its Chief Executive Officer, Julie Smolyansky, who was responsible for the early investment in Simple Mills.

 

A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.

 

Item 9.01.    Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.

Description

 

99.1

Press Release of Lifeway Foods, Inc., dated February 11, 2025.

 

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.

 

	LIFEWAY FOODS, INC.
Dated:   February 11, 2025	By:	/s/ Julie Smolyansky
		Name: Julie Smolyansky
		Title: Chief Executive Officer and Secretary

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

LIFEWAY FOODS EXPECTS TO REALIZE $5 MILLION NET GAIN FROM SALE OF SIMPLE FOODS TO FLOWERS FOODS

 

Gain comes as a result of early investment in Simple Mills made by Lifeway in 2015

 

 

MORTON GROVE, Ill., February 11, 2025-- Lifeway Foods, Inc. (NASDAQ: LWAY) ("Lifeway" or the "Company"), a leading U.S. supplier of kefir and fermented probiotic products to support the microbiome, expects to realize approximately $5 million of net profit as a result of the recently announced sale of Simple Foods to Flowers Foods. Lifeway was an early investor in Simple Foods in 2015 and since that time, the Company has already realized a $1.5 million gain in 2019, bringing the total expected net proceeds to Lifeway of approximately $6.5 million.

 

“We extend our congratulations to Simple Mills and its CEO Katlin Smith for its successful exit based on the impending $795 million acquisition by Flowers Foods,” said Julie Smolyansky, Lifeway’s CEO. “When we first invested in Simple Mills we saw the potential growth of the company and we are delighted that Lifeway’s shareholders will benefit from our early investment,” added Ms. Smolyansky.

 

The acquisition of Simple Mills is subject to regulatory approval and is projected to close during the first quarter of 2025.

 

Lifeway’s Board of Directors affirms its support for the management of the Company by Julie Smolyansky who was responsible for the early investment in Simple Mills.

 

About Lifeway Foods, Inc. 

 

Lifeway Foods, Inc., which has been recognized as one of Forbes' Best Small Companies, is America's leading supplier of the probiotic, fermented beverage known as kefir. In addition to its line of drinkable kefir, the company also produces a variety of cheeses and a ProBugs line for kids. Lifeway's tart and tangy fermented dairy products are now sold across the United States, Mexico, Ireland, South Africa, United Arab Emirates and France. Learn how Lifeway is good for more than just you at lifewayfoods.com.

 

Forward-Looking Statements

 

This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief or expectations for our business, operations, financial performance or condition. These statements use words such as "continue," "believe," "expect," "anticipate," "plan," "project," "estimate," "outlook," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could." You are cautioned not to rely on these forward-looking statements. These forward-looking statements are made as of the date of this press release, are based on current expectations of future events and thus are inherently subject to a number of risks and uncertainties, many of which involve factors or circumstances beyond Lifeway's control. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from Lifeway's expectations and projections. These risks, uncertainties and other factors include: price competition; the decisions of customers or consumers; the actions of competitors; changes in the pricing of commodities; the effects of government regulation; possible delays in the introduction of new products; customer acceptance of products and services; and other factors discussed in Part I, Item 1A "Risk Factors" of Lifeway's Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Lifeway expressly disclaims any obligation to update any forward-looking statements (including, without limitation, to reflect changed assumptions, the occurrence of anticipated or unanticipated events or new information), except as required by law.

 

Contacts:

 

Perceptual Advisors
Dan Tarman
Email: dtarman@perceptualadvisors.com

 

Derek Miller
Vice President of Communications, Lifeway Foods
Email: derekm@lifeway.net 

 

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Cover	Feb. 11, 2025
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Feb. 11, 2025
Entity File Number	000-17363
Entity Registrant Name	LIFEWAY FOODS, INC.
Entity Central Index Key	0000814586
Entity Tax Identification Number	36-3442829
Entity Incorporation, State or Country Code	IL
Entity Address, Address Line One	6431 Oakton St.
Entity Address, City or Town	Morton Grove
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60053
City Area Code	(847)
Local Phone Number	967-1010
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	LWAY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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