SEC Form SC 13D/A filed by Lifeway Foods Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

(Name of Issuer)

Common Stock

(Title of Class of Securities)

531914109

(CUSIP Number)

Ludmila Smolyansky
c/o Lifeway Foods, Inc.
6431 West Oakton Street

Morton Grove, IL 60053

(847) 967-1010

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 7, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

AMENDMENT NO. 14 to SCHEDULE 13D

This Amendment No. 14 further amends and supplements the Schedule 13D filed by Ludmila Smolyansky and Edward Smolyansky (the “Filing Persons”). This Amendment No. 14 is being filed by the Filing Persons for the purpose of providing the additional information set forth below.

ITEM 2.      Identity and Background

Item 2 is hereby amended and restated to read as follows:

Ludmila Smolyansky is currently a director of Lifeway Foods, Inc. (the “Company”) with a business address at c/o Lifeway Foods, Inc., 6431 West Oakton Street, Morton Grove, IL 60053, and Edward Smolyansky is a private investor with a business address at 1219 N Wells St., Chicago, IL 60610. In the last five years, (a) neither of the Filing Persons has been convicted in a criminal proceeding, and (b) neither of the Filing Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of the Filing Persons is a U.S. citizen.

Item 4.      Purpose of Transaction

Item 4 is hereby amended and supplemented by the addition of the following:

On November 30, 2022, Ludmila Smolyansky sold to the Company 850,340 shares (the “Shares”) of common stock of the Company (“Common Stock”) pursuant to a Common Stock Purchase Agreement, dated as of November 7, 2022 (the “Purchase Agreement”), and used a portion of the proceeds to satisfy in full certain obligations that were secured by pledges of Common Stock, causing all such pledges to be released.

On November 30, 2022, pursuant to the Purchase Agreement, the Filing Persons entered into an amendment (the “Amendment”) to the Settlement Agreement, dated as of July 27, 2022 (the “Settlement Agreement”), between the Company and the Filing Persons. Pursuant to the Amendment, each of the Filing Persons agreed, 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 Settlement Agreement through the date of the 2024 annual meeting of the Company’s shareholders (the “Standstill”); and (iii) 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 Company’s board of directors 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 Purchase Agreement.

The foregoing summaries of the Purchase Agreement and the Amendment are qualified in their entirety by the Purchase Agreement and the form of the Amendment, respectively, copies of which were filed by as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2022, and which are incorporated herein by reference.

ITEM 5.      Interest in Securities of the Issuer

Item 5 is hereby amended and supplemented by the addition of the following:

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.