Smolyansky Files 13D/A Amendment for Lifeway Foods

TL;DR

Smolyansky updated his Lifeway Foods stake filing. Keep an eye on this.

AI Summary

Edward Smolyansky, through the Edward Smolyansky Trust, has filed Amendment No. 20 to Schedule 13D for Lifeway Foods, Inc. on August 14, 2024. This filing relates to the ownership of Lifeway Foods, Inc. common stock, with Edward Smolyansky listed as the filer and contact person. The filing indicates a change in reporting as of August 13, 2024.

Why It Matters

This filing updates ownership information for Lifeway Foods, Inc., which could signal changes in control or investment strategy by a significant shareholder.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant stake-building or changes in control, which can lead to increased volatility.

Key Players & Entities

• Edward Smolyansky (person) — Filer and authorized contact
• Edward Smolyansky Trust (person) — Holder of securities
• Lifeway Foods, Inc. (company) — Subject company
• August 14, 2024 (date) — Filing date
• August 13, 2024 (date) — Date of event requiring filing

FAQ

Filing Documents

• lifeway_sc13da20.htm (SC 13D/A) — 52KB
• lifeway_ex9902.htm (EX-99.2) — 4KB
• 0001683168-24-005690.txt ( ) — 58KB

Purpose of Transaction

ITEM 4. Purpose of Transaction

is hereby amended and supplemented by the

Item 4 is hereby amended and supplemented by the addition of the following: On August 13, 2024, the Filing Persons filed a preliminary consent statement with the Securities and Exchange Commission, regarding their plans to seek approval from the shareholders of Lifeway Foods, Inc. (the “Company”) for the following proposals (each, as described therein, a “Proposal”): 1. The Bylaw Restoration Proposal: To repeal any amendment to the Company’s by-laws (the “Bylaws”) that is made by the Company’s board of directors (the “Board”) and becomes effective on or after March 24, 2023 and prior to this Proposal becoming effective; 2. The Board Removal Proposal: To remove each director of the Company, including Julie Smolyansky, Juan Carlos Dalto, Jody Levy, Dorri McWhorter, Perfecto Sanchez, Jason Scher, Pol Sikar and any other director appointed by the Board on or after June 15, 2024 and prior to this Proposal becoming effective, subject to the approval of the Director Election Proposal below; 3. The Director Election Proposal: To elect each of Edward Smolyansky, Ludmila Smolyansky, Richard Beleutz, Cindy Curry, Michael Leydervuder, George Sent and Robert Whalen (each a “Nominee”), to serve as directors of the Company until the Company’s next annual meeting of shareholders and until their respective successors are duly elected and qualified (or, if any such Nominee is unable or unwilling to serve as a director of the Company, or if the Board changes the number of directorships to be a number other than seven, the persons designated as Nominees by the then-remaining Nominee(s)), subject to the approval of the Board Removal Proposal; and 4. The Anti-Nepotism Proposal: To amend the Bylaws to prohibit the Company from employing or engaging any immediate family member of the Company’s president or chief executive officer. The preliminary consent statement is filed herewith as Exhibit 99.1

Interest in Securities of the Issuer

ITEM 5. Interest in Securities of the Issuer

is hereby amended and supplemented by the

Item 5 is hereby amended and supplemented by the addition of the following: (a) As of August 13, 2024, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (i) Ludmila Smolyansky may be deemed to be the beneficial owner of 1,227,476 shares of Common Stock, representing approximately 8.3% of the outstanding shares of Common Stock, (ii) Edward Smolyansky may be deemed to be the beneficial Edward Smolyansky Trust may be deemed to be the beneficial owner of 1,233,333 shares of Common Stock, representing approximately 8.3% of the outstanding shares of Common Stock, and (iv) the Filing Persons together may be deemed to be the beneficial owners of an aggregate of 4,332,451 shares of Common Stock, representing approximately 29.3% of the outstanding shares of Common Stock. The foregoing percentage calculations were based on 14,790,747 shares outstanding as of August 6, 2024, as reported by the Company on its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, as filed with the SEC. 5 (b) Ludmila Smolyansky has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, 1,152,476 shares of Common Stock, and shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 75,000 shares of Common Stock held by the Ludmila and Edward Smolyansky Family Foundation, of which Ludmila Smolyansky is a director. Edward Smolyansky has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, 3,104,975 shares of Common Stock, which includes the 1,233,333 shares beneficially owned by the Edward Smolyansky Trust and 100,000 shares held by his son, and shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 500,000 s

Material to be Filed as Exhibits

ITEM 7. Material to be Filed as Exhibits 99.1 Preliminary consent statement (incorporated by reference) 99.1 Press Release issued August 13, 2024 6

SIGNATURES

SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: August 14, 2024 /s/ Ludmila Smolyansky Ludmila Smolyansky Date: August 14, 2024 /s/ Edward Smolyansky Edward Smolyansky Date: August 14, 2024 By: /s/ Edward Smolyansky Name: Edward Smolyansky Title: Trustee 7

View Full Filing

View this SC 13D/A filing on SEC EDGAR