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): June 5, 2026
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 West 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, no par value | LWAY | The Nasdaq Stock Market | ||
| Preferred Stock Purchase Rights | None | 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 1.02. | Termination of a Material Definitive Agreement. |
The information set forth in Item 3.03 below is incorporated by reference in this Item 1.02.
| Item 3.03. | Material Modification to Rights of Security Holders. |
On June 5, 2026, the Board of Directors (the “Board”) of Lifeway Foods, Inc. (the “Company) authorized and directed the Company to redeem the preferred share purchase rights (each, a “Right”) outstanding under the previously disclosed Shareholder Rights Agreement, dated November 4, 2024, as amended on October 29, 2025 (the “Rights Agreement”), with Computershare Trust Company, N.A., as rights agent, effective as of June 5, 2026. Upon such redemption, the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the redemption price of $0.001 for each Right so held and the Rights Agreement will terminate and be of no further force or effect.
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: June 5, 2026 | By: | /s/ Eric Hanson | |||
| Name: | Eric Hanson | ||||
| Title: | Chief Financial Officer | ||||
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