Lifeway Foods Enters Material Definitive Agreement
Ticker: LWAY · Form: 8-K · Filed: Feb 7, 2025 · CIK: 814586
Sentiment: neutral
Topics: material-agreement, financial-obligation
TL;DR
Lifeway Foods just signed a big deal, expect financial obligations.
AI Summary
Lifeway Foods, Inc. entered into a material definitive agreement on February 5, 2025. This agreement creates a direct financial obligation for the registrant. The filing also includes financial statements and exhibits related to this event.
Why It Matters
This filing indicates a significant new financial commitment or contract for Lifeway Foods, which could impact its financial obligations and future operations.
Risk Assessment
Risk Level: medium — Entering into a material definitive agreement often involves significant financial commitments or obligations that could pose risks.
Key Players & Entities
- Lifeway Foods, Inc. (company) — Registrant
- February 5, 2025 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by Lifeway Foods?
The filing states that Lifeway Foods, Inc. entered into a material definitive agreement on February 5, 2025, which creates a direct financial obligation for the registrant. Specific details of the agreement are not provided in this summary.
What is the date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is February 5, 2025.
What is Lifeway Foods, Inc.'s state of incorporation?
Lifeway Foods, Inc. is incorporated in Illinois (IL).
What is Lifeway Foods, Inc.'s IRS Employer Identification Number?
Lifeway Foods, Inc.'s IRS Employer Identification Number is 36-3442829.
What are the main items reported in this 8-K filing?
This 8-K filing reports on the Entry into a Material Definitive Agreement, the Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, and Financial Statements and Exhibits.
Filing Stats: 735 words · 3 min read · ~2 pages · Grade level 10.7 · Accepted 2025-02-07 16:30:27
Key Financial Figures
- $5 million — ement (the "Revolving Commitment") from $5 million to $25 million, with interest payable a
- $25 m — volving Commitment") from $5 million to $25 million, with interest payable at either
Filing Documents
- lifeway_8k.htm (8-K) — 29KB
- lifeway_ex1001.htm (EX-10.1) — 104KB
- 0001683168-25-000831.txt ( ) — 320KB
- lway-20250205.xsd (EX-101.SCH) — 3KB
- lway-20250205_lab.xml (EX-101.LAB) — 33KB
- lway-20250205_pre.xml (EX-101.PRE) — 22KB
- lifeway_8k_htm.xml (XML) — 3KB
01
Item 1.01. Entry into a Material Definitive Agreement. On February 5, 2025, Lifeway Foods, Inc. ("Lifeway"), Fresh Made, Inc., a wholly-owned subsidiary of Lifeway ("Fresh Made"), Lifeway Wisconsin, Inc., a wholly-owned subsidiary of Lifeway ("Lifeway Wisconsin" and, together with Lifeway and Fresh Made, the "Borrowers"), and CIBC Bank USA, the Borrowers' current lender (the "Lender") entered into the Fifth Modification to the Amended and Restated Loan and Security Agreement (the "Fifth Modification"). The Fifth Modification amends the Amended and Restated Loan and Security Agreement, dated September 30, 2020, as amended from time to time (the "Credit Agreement") and provides for, among other things, (i) increased the commitment for revolving loans under the Credit Agreement (the "Revolving Commitment") from $5 million to $25 million, with interest payable at either the lender Base Rate (the Prime Rate minus 1.00%) or the SOFR plus 1.75% (the "Revolving Commitment Increase"), (ii) extended the termination date of the Credit Agreement (the "Termination Date") to February 5, 2028 (the "Termination Date Extension") and (iii) replaced the quarterly minimum working capital financial covenant with a financial covenant to maintain a maximum cash flow leverage ratio of no greater than 2.00 to 1.00 for each fiscal quarter commencing with the fiscal quarter ending March 31, 2025 (the "Maximum Cash Flow Leverage Covenant"). Other than the Revolving Commitment Increase, the Termination Date Extension and the Maximum Cash Flow Leverage Covenant, the material terms and conditions of the Credit Agreement remain substantially unchanged after giving effect to the Fifth Modification. The Borrowers had no outstanding borrowings at the time of entry into the Fifth Modification. The description of the Fifth Modification set forth above is qualified in its entirety by reference to the Fifth Modification filed herewith as Exhibit 10.1 and incorporated by reference herein.
03
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 Fifth Modification to Amended and Restated Loan and Security Agreement dated as of February 5, 2025, by and among Lifeway Foods, Inc., Fresh Made, Inc., Lifeway Wisconsin, Inc., and CIBC Bank USA, as Lender. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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: February 7, 2025 By: /s/ Eric Hanson Name: Eric Hanson Title: Chief Financial Officer 3