|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)
|
Lifeway Foods, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
531914109 (CUSIP Number) |
Edward Smolyansky 1219 N Wells St, Chicago, IL, 60610 847-967-1010 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/17/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
|
| CUSIP No. | 531914109 |
| 1 |
Name of reporting person
Ludmila Smolyansky | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
925,166.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 531914109 |
| 1 |
Name of reporting person
Edward Smolyansky | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,059,975.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 531914109 |
| 1 |
Name of reporting person
The Edward Smolyansky Trust 2/2/16 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,233,333.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Lifeway Foods, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
6431 W Oakton, Morton Grove,
ILLINOIS
, 60053. | |
Item 1 Comment:
This Amendment No. 25 (this "Amendment") further amends and supplements the Schedule 13D filed by Ludmila Smolyansky, Edward Smolyansky and The Edward Smolyansky Trust 2/2/16 (the "Edward Smolyansky Trust" and, together with Ludmila Smolyansky and Edward Smolyansky, the "Filing Persons"). This Amendment is being filed by the Filing Persons for the purpose of providing the additional information set forth below. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented by the addition of the following:
On October 17, 2025, Edward Smolyansky delivered a notice to Lifeway Foods, Inc. (the "issuer") of (i) his intent to nominate George Sent for election to the issuer's board of directors at the issuer's 2025 annual meeting of shareholders (the "Annual Meeting") and (ii) his plan to bring before the Annual Meeting, in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a non-binding advisory shareholder proposal requesting that the issuer's Board of Directors establish a new committee of the Board of Directors that (x) consists solely of two or more independent directors who were first appointed or elected after the issuer's September 30, 2025 public announcement of its agreement to carry out an orderly refreshment of the Board of Directors, (y) is authorized and directed to conduct evaluations of the performance of the issuer's executive management team, the issuer's strategic plan and the issuer's strategic alternatives, and (z) is authorized to retain independent financial and legal advisors in connection with such evaluations. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of October 21, 2025, for purposes of Rule 13d-3 under the Exchange Act, (i) Ludmila Smolyansky may be deemed to be the beneficial owner of 925,166 shares of Common Stock, no par value, of the issuer ("Common Stock"), representing approximately 6.1% of the outstanding shares of Common Stock, (ii) Edward Smolyansky may be deemed to be the beneficial owner of 3,059,975 shares of Common Stock, representing approximately 20.0% of the outstanding shares of Common Stock, (iii) the Edward Smolyansky Trust may be deemed to be the beneficial owner of 1,233,333 shares of Common Stock, representing approximately 8.1% 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 3,910,141 shares of Common Stock, representing approximately 25.7% of the outstanding shares of Common Stock. In accordance with Rule 13d-101 under the Exchange Act, the foregoing percentage calculations were based on 15,228,763 shares represented to be outstanding as of September 26, 2025 (the "Reported Outstanding Shares"), as contained in Exhibit 4.1 to the issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 1, 2025. | |
| (b) | Ludmila Smolyansky has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, 850,166 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, 2,484,975 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 shares of Common Stock held by Smolyansky Family Holdings LLC, over which Edward Smolyansky and Julie Smolyansky share voting power and dispositive power, and 75,000 shares of Common Stock held by the Ludmila and Edward Smolyansky Family Foundation, of which Edward Smolyansky is a director. Each of Ludmila Smolyansky and Edward Smolyansky disclaims beneficial ownership of the 75,000 shares held by the Ludmila and Edward Smolyansky Family Foundation. Edward Smolyansky disclaims beneficial ownership of shares held by Smolyansky Family Holdings LLC, except to the extent of any pecuniary interest therein, and disclaims beneficial ownership of the shares held by his son. The Edward Smolyansky Trust has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, 1,233,333 shares of Common Stock. The Filing Persons together have sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, 3,410,141 shares of Common Stock, and shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 500,000 shares of Common Stock. | |
| (c) | (c) There have been no transactions in the shares of Common Stock by any of the filing persons during the past sixty days, other than the following sales of Common Stock by the Ludmila Smolyansky Trust 2/1/05 (the "LS Trust"), of which Ludmila Smolyansky is the trustee, and by Edward Smolyansky, in each case in ordinary broker transactions:
Seller: Edward Smolyansky Date: September 23, 2025 Number of Shares: 6,357 Price: $26.53
Seller: Edward Smolyansky Date: September 24, 2025 Number of Shares: 10,000 Price: $26.69
Seller: Edward Smolyansky Date: October 1, 2025 Number of Shares: 24,813 Price: $25.52
Seller: Edward Smolyansky Date: October 1, 2025 Number of Shares: 58,830 Price: $26.07
Seller: LS Trust Date: October 7, 2025 Number of Shares: 5,000 Price: $26.32
Seller: LS Trust Date: October 8, 2025 Number of Shares: 10,000 Price: $26.44 | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|