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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): September 18, 2025
LIFEWAY FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
| Illinois | 000-17363 | 36-3442829 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 6431 Oakton Street Morton Grove, Illinois |
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 or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, no par value | LWAY | The NASDAQ Stock Market |
| Preferred Stock Purchase Rights | n/a | The NASDAQ Stock Market |
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 September 18, 2025, Lifeway Foods, Inc., an Illinois corporation, issued a press release. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Lifeway Foods, Inc. on September 18, 2025 |
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: September 18, 2025 | By: | /s/ Julie Smolyansky |
| Name: |
Julie Smolyansky
|
|
| Title: | Chief Executive Officer and Secretary | |
Exhibit 99.1
Lifeway Foods Issues Statement in Response to Danone
MORTON GROVE, Ill., Sept. 18, 2025 -- Lifeway Foods, Inc. (Nasdaq: LWAY) ("Lifeway" or "the Company"), a leading U.S. supplier of kefir and fermented probiotic products that support the microbiome, today issued the following statement following Danone’s withdrawal of its proposal to acquire Lifeway:
We remain firmly committed to driving value for Lifeway shareholders by executing our strategic plan and continuing to explore value enhancing opportunities.
As part of the exploration of all opportunities to maximize shareholder value, the Board formed a Strategic Review Committee, comprised solely of independent directors, to oversee the process, and the Company engaged extensively with Danone. With the distraction of Danone’s unsolicited proposal now behind us, we will continue to focus on executing our growth strategy to create value for all our shareholders, employees, partners and customers.
The Company is delivering results, with record-breaking sales in both Q1 and Q2 2025 and continued momentum into Q3. Recent performance highlights include:
| - | Q2 2025 hit new highs: Lifeway achieved a record $53.9 million in net sales, an 18% year-over-year increase on a comparable basis. |
| - | Category leadership continued into Q3: In the first two months of Q3 (through August 31), Lifeway recorded $39.1 million in unaudited net sales, a 20% year-over-year increase. |
| - | Track record of performance: Lifeway has delivered 22 consecutive quarters of growth, cementing its reputation as a retail dairy innovator. |
Evercore Group LLC is serving as financial advisor and Sidley Austin LLP is serving as legal advisor to Lifeway.
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 press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, Lifeway's focus on its growth strategy. These statements use words, and variations of words, such as "will," "continue," "build," "future," "increase," "drive," "believe," "look," "ahead," "confident," "deliver," "outlook," "expect," and "predict." 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; the distraction and other adverse effects of a proxy contest on the business; and customer acceptance of products and services. A further list and description of these risks, uncertainties, and other factors can be found in Lifeway's Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Copies of these filings are available online at https://www.sec.gov, http://lifewaykefir.com/investor-relations/ or on request from Lifeway. 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:
Edelman Smithfield
LifewayES@edelmansmithfield.com
Derek Miller
Vice President of Communications, Lifeway Foods
derekm@lifeway.net