UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On November 7, 2022, Lifeway Foods, Inc. (the “Company”) entered into (i) an agreement (the “Stock Purchase Agreement”) with Ludmila Smolyansky (“Ms. Smolyansky”), to purchase 850,340 shares (the “Shares”) of common stock of the Company (the “Common Stock”) from Ms. Smolyansky.
Pursuant to the Stock Purchase Agreement, the Company and Ms. Smolyansky have agreed, among other things, that (i) Ms. Smolyansky will sell the Shares at a purchase price of $4.70 per share, which represents a twenty percent (20.0%) discount to the average closing price of the Common Stock on Nasdaq over the five (5) trading day period ended on the trading day immediately preceding the date of the Stock Purchase Agreement and (ii) Ms. Smolyansky will use a portion of the proceeds to satisfy in full certain obligations of Ms. Smolyansky, which are secured by previously disclosed pledges of Common Stock, causing all such pledges to be released. The purchased Shares will be held in treasury by the Company.
As a closing condition to the Stock Purchase Agreement, Ms. Smolyansky and Mr. Smolyansky will deliver an executed amendment (the “Amendment”) to that certain Settlement Agreement dated as of July 27, 2022 (the “Settlement Agreement”), between the Company and Ms. Smolyansky and Mr. Smolyansky. Pursuant to the Amendment, Ms. Smolyansky and Mr. Smolyansky each agree, among other things, to (i) grant the Company a right of first refusal, subject to Danone North America Public Benefit Corporation’s (“Danone”) right of first refusal, on substantially similar terms as Danone (ii) extend the standstill and all related terms under the Proxy Settlement Agreement through the date of the 2024 annual meeting of the Company’s shareholders (the “Standstill”); and (iii) to appear in person or by proxy and vote their respective remaining shares of Common Stock beneficially owned, individually or otherwise, and controlled by either of them and over which they have power and authority to vote during the Standstill (a) in accordance with the recommendations of the Board at any special meeting or annual meeting of the shareholders with respect to any proposal(s) not related to the sale of the Company or all or substantially all of the assets of the Company; and (b) in proportion to the vote of the other shareholders with respect to any proposal relating to any vote on the sale of the Company or all or substantially all of the assets of the Company. The form of Amendment is attached as Exhibit A to the Stock Purchase Agreement.
The foregoing description of the Stock Purchase Agreement contained herein is qualified in its entirety by reference to the Stock Purchase Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||
| Exhibit No. | Description | ||
| 10.1 | Stock Purchase Agreement dated as of November 7, 2022, between the Company and Ludmila Smolyansky. | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | ||
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SIGNATURE
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.
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LIFEWAY FOODS, INC.
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| Dated: November 9, 2022 | By: | /s/ Julie Smolyansky | ||
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Name: Julie Smolyansky Title: Chief Executive Officer |
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