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 511, 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 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

On February 511, 2025, Lifeway Foods, Inc. ~~(“Lifeway”)~~, ~~Fresh~~ ~~Made,~~an ~~Inc.,~~Illinois corporation ~~a wholly-owned subsidiary of Lifeway~~ (~~“Fresh~~the ~~Made~~“Company”), ~~Lifeway~~issued ~~Wisconsin, Inc.,~~ a ~~wholly-owned~~press ~~subsidiary of~~release ~~Lifeway~~congratulating ~~(“Lifeway~~Simple ~~Wisconsin”~~Mills and, ~~together~~its ~~with Lifeway and Fresh Made~~CEO, ~~the~~Kaitlin ~~“Borrowers”)~~Smith, ~~and CIBC Bank USA,~~ ~~the~~on ~~Borrowers’ current lender (~~the ~~“Lender”) entered~~recently ~~into~~announced ~~the~~sale ~~Fifth~~of ~~Modification~~Simple Mills to ~~the~~Flowers ~~Amended~~Foods ~~and Restated Loan and Security Agreement~~ (the “~~Fifth~~Simple ~~Modification~~Mills Sale”). The ~~Fifth~~Company ~~Modification~~was ~~amends the Amended and Restated Loan and Security~~an ~~Agreement,~~early ~~dated~~investor ~~September~~in ~~30,~~Simple ~~2020,~~Mills asin ~~amended~~2015 ~~from time to time (the “Credit Agreement”)~~ and ~~provides~~anticipates ~~for,~~receiving ~~among~~approximately ~~other things, (i) increased the commitment for revolving loans under the Credit Agreement (the “Revolving Commitment”) from~~ $5 ~~million to $25 million~~,000,000 ~~with~~upon ~~interest payable at either~~ the ~~lender~~consummation ~~Base~~of ~~Rate (~~the ~~Prime~~Simple ~~Rate~~Mills ~~minus 1~~Sale.~~00%)~~ The orCompany’s ~~the~~Board ~~SOFR~~of ~~plus~~Directors ~~1.75%~~affirms ~~(the~~its ~~“Revolving Commitment~~support ~~Increase”),~~for ~~(ii) extended~~ the ~~termination~~management ~~date~~ of the ~~Credit~~Company ~~Agreement~~by ~~(the~~its ~~“Termination~~Chief ~~Date”)~~Executive ~~to February 5~~Officer, ~~2028~~Julie ~~(the “Termination Date Extension”) and (iii) replaced the quarterly minimum working capital financial covenant with~~Smolyansky, awho ~~financial~~was ~~covenant~~responsible ~~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~~early ~~quarter~~investment ~~ending~~in ~~March~~Simple ~~31, 2025 (the “Maximum Cash Flow Leverage Covenant”)~~Mills.

~~Other~~A ~~than~~copy ~~the Revolving Commitment Increase, the Termination Date Extension and the Maximum Cash Flow Leverage Covenant, the material terms and conditions~~ of ~~the~~that ~~Credit~~press ~~Agreement remain~~release ~~substantially~~is ~~unchanged~~furnished ~~after~~as ~~giving~~Exhibit ~~effect~~99.1 to ~~the~~this ~~Fifth Modification. The Borrowers had no outstanding borrowings at the time~~Current ofReport ~~entry~~and ~~into~~incorporated ~~the~~herein ~~Fifth~~by ~~Modification~~reference.

~~The~~Item ~~description~~9.01. ofFinancial ~~the~~Statements ~~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~~Exhibits.

~~Item~~(d) ~~2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Exhibits:

~~The~~Exhibit ~~information set forth in Item 1~~No.01 ~~is incorporated by reference into this Item 2.03.~~Description

~~Item~~99.1 9Press Release of Lifeway Foods, Inc.~~01.~~, ~~Financial~~dated ~~Statements~~February ~~and~~11, ~~Exhibits~~2025.

104 Cover Page Interactive Data File (dembedded within the Inline XBRL document) ~~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).

2SIGNATURE

~~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.

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

	LIFEWAY FOODS, INC.
Date: February 7, 2025	By:	/s/ Eric Hanson
		Name:	Eric Hanson
		Title:	Chief Financial Officer

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