Lifeway Foods Files 8-K with Material Agreements

TL;DR

Lifeway Foods (LWAY) filed an 8-K on Nov 5th detailing material agreements and corporate changes.

AI Summary

Lifeway Foods, Inc. filed an 8-K on November 5, 2024, reporting on events that occurred on November 4, 2024. The filing indicates a material definitive agreement, modifications to security holder rights, amendments to articles of incorporation or bylaws, and Regulation FD disclosures. Specific details regarding the nature of these agreements or modifications are not provided in the excerpt.

Why It Matters

This 8-K filing signals significant corporate actions by Lifeway Foods, Inc., which could impact its business operations, financial structure, or shareholder rights.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which can introduce significant changes and potential risks.

Key Numbers

• 000-17363 — Commission File Number (SEC filing identifier for Lifeway Foods, Inc.)
• 36-3442829 — IRS Employer Identification No. (Tax identification number for Lifeway Foods, Inc.)

Key Players & Entities

• Lifeway Foods, Inc. (company) — Registrant
• November 4, 2024 (date) — Earliest event reported
• November 5, 2024 (date) — Date of report
• Illinois (location) — State of incorporation
• 36-3442829 (organization_id) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $130.00 — of the Company at an exercise price of $130.00 per Right, subject to adjustment. The d
• $25.00 — ck that Danone does not already own for $25.00 per share of Common Stock and Danone's
• $260.00 — nt would entitle its holder to purchase $260.00 worth of Common Stock for $130.00. Assu
• $32.50 — t Common Stock had a per share value of $32.50 at that time, the holder of each valid
• $1,000 — vidend payments equal to the greater of $1,000 per share and 1,000 times the amount of
• $0.001 — n whole, but not in part, at a price of $0.001 per Right (subject to adjustment and pa

Filing Documents

• lway-8k_110524.htm (8-K) — 52KB
• ex99-1.htm (EX-99.1) — 11KB
• 0001839882-24-037648.txt ( ) — 246KB
• lway-20241104.xsd (EX-101.SCH) — 3KB
• lway-20241104_lab.xml (EX-101.LAB) — 33KB
• lway-20241104_pre.xml (EX-101.PRE) — 24KB
• lway-8k_110524_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The information set forth in Item 3.03 of this Current Report is incorporated into this Item 1.01 by reference.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. On November 4, 2024, the board of directors (the " Board ") of Lifeway Foods, Inc., an Illinois corporation (the " Company "), adopted a shareholder rights agreement and declared a dividend of one right (a " Right ") for each outstanding share of Company common stock, no par value (" Common Stock "), to shareholders of record at the close of business on November 18, 2024 (the " Record Date "). Each Right entitles its holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, no par value (" Preferred Stock "), of the Company at an exercise price of $130.00 per Right, subject to adjustment. The description and terms of the Rights are set forth in a shareholder rights agreement, dated as of November 4, 2024 (the " Rights Agreement "), between the Company and Computershare Trust Company, N.A., as rights agent (and any successor rights agent, the " Rights Agent "). The Board adopted the Rights Agreement in response to the unsolicited proposal made on September 23, 2024 by Danone North America PBC (" Danone ") to acquire all of the shares of Common Stock that Danone does not already own for $25.00 per share of Common Stock and Danone's substantial ownership position in the Company. The Board adopted the Rights Agreement to reduce the likelihood that Danone gains control of the Company through open market purchases or otherwise without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of all of the Company's shareholders and other stakeholders. The Rights Agreement should not interfere with any merger or other business combination approved by the Board. The Rights . The Rights will attach to any shares of Common Stock that become outstanding after the Record

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 of this Current Report is incorporated into this Item 5.03 by reference. In connection with the adoption of the Rights Agreement described in Item 3.03 of this Current Report, the Board designated the rights, preferences and privileges of 40,000 shares of a series of the Company's preferred stock, no par value, designated as Series A Junior Participating Preferred Stock. The Certificate of Designations with respect to the Series A Junior Participating Preferred Stock will become effective upon filing with the Illinois Secretary of State. The Company plans to make such filing as soon as practicable. A copy of the form of the Certificate of Designations to be filed with the Illinois Secretary of State has been filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference. 6

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 5, 2024, the Company issued a press release announcing the adoption of the Rights Agreement. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 3.1 Form of Certificate of Designations of Series A Junior Participating Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on November 5, 2024) 4.1 Shareholder Rights Agreement, dated as of November 4, 2024, by and between the Company and Computershare Trust Company, N.A., as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on November 5, 2024) 99.1 Press Release issued by the Company on November 5, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 7

SIGNATURES

SIGNATURES 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. Date: November 5, 2024 By: /s/ Julie Smolyansky Name: Julie Smolyansky Title: Chief Executive Officer and Secretary 8

View Full Filing

View this 8-K filing on SEC EDGAR