Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
|
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) |
07/02/2025 (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.
The information required on 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).
SCHEDULE 13D
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| 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
940,166.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row (11): In accordance with Rule 13d-101 under the Act, the reporting person has calculated the percentage of outstanding shares beneficially owned by her based on 15,203,241 shares reported to be outstanding as of May 6, 2025 (the "Reported Outstanding Shares"), as contained in the issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on May 13, 2025. The reporting person does not hereby concede that all such Reported Outstanding Shares are validly issued and outstanding, including, without limitation, any shares purported to have been issued to Julie Smolyansky or her spouse without the consent of Danone North America PBC.
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
3,159,975.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row (11): In accordance with Rule 13d-101 under the Act, the reporting person has calculated the percentage of outstanding shares beneficially owned by him based on the Reported Outstanding Shares. The reporting person does not hereby concede that all such Reported Outstanding Shares are validly issued and outstanding, including, without limitation, any shares purported to have been issued to Julie Smolyansky or her spouse without the consent of Danone North America PBC.
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 |
Comment for Type of Reporting Person:
Note to Row (11): In accordance with Rule 13d-101 under the Act, the reporting person has calculated the percentage of outstanding shares beneficially owned by it based on the Reported Outstanding Shares. The reporting person does not hereby concede that all such Reported Outstanding Shares are validly issued and outstanding, including, without limitation, any shares purported to have been issued to Julie Smolyansky or her spouse without the consent of Danone North America PBC.
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. 24 (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 July 2, 2025, Edward Smolyansky and Ludmila Smolyansky filed a definitive consent statement with the Securities and Exchange Commission, relating to a consent solicitation with respect to the following proposals: (i) to repeal any amendment to the Second Amended and Restated By-Laws (the "Bylaws") of Lifeway Foods, Inc. (the "Company") that is made by the Company's board of directors (the "Board") and becomes effective on or after March 24, 2023 and prior to the effective this proposal becoming effective; (ii) to remove each director of the Company and any other director appointed by the Board on or after June 15, 2024 and prior to this proposal becoming effective, subject to the election of at least one Nominee pursuant to the proposal described in clause (iii), below; (iii) to elect each of Ludmila Smolyansky, Edward Smolyansky, Richard Beleutz, Cindy Curry, Michael Leydervuder, George Sent and Robert Whalen (each a "Nominee"), to serve as directors of the Company until the Company's next annual meeting of shareholders and until their respective successors are duly elected and qualified (or, if any such Nominee is unable or unwilling to serve as a director of the Company, or if the Board changes the number of directorships to be a number other than seven, the persons designated as Nominees by the then-remaining Nominee(s)), subject to the approval of the proposal described in clause (ii), above; and (iv) to amend the Bylaws, as reflected in the consent statement, to prohibit the Company from employing or engaging any immediate family member of the Company's president or chief executive officer. On July 2, 2025, Mrs. Smolyansky and Mr. Smolyansky also issued a press release, attached hereto as Exhibit 99.1, which is incorporated herein by reference. On July 7, 2025, Mr. Smolyansky sent a letter to the Company's President requesting, in accordance with Section 7.05 of the Illinois Business Corporation Act, that the Company give notice of an annual meeting of the shareholders of the Company (the "2025 Annual Meeting") and demanding, in accordance with Section 2.1.1 of the Bylaws, that the Company hold the 2025 Annual Meeting, in each case as promptly as practicable. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Press release, dated July 2, 2025 | ||
| 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.
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