LWAY Lifeway Foods
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2020
LIFEWAY FOODS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
|(Commission File Number)||(I.R.S. Employer Identification No.)|
|6431 Oakton St. Morton Grove, IL||60053|
|(Address of principal executive offices)||(Zip code)|
Registrant’s telephone number, including area code: (847) 967-1010
(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(s)||Name of each exchange on which registered|
|Common Stock, no par value per share||LWAY||Nasdaq Global 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 8.01 Other Events.
Lifeway Foods, Inc. (the “Company”) is relying on the U.S. Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934, as amended, Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder dated March 25, 2020 (Release No. 34-88465) to delay the filing of its Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), including the information omitted from Part III of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 pursuant to the General Instruction G(3) of Form 10-K (the “Part III Information”), which it expects to include in the Proxy Statement, due to circumstances related to the COVID-19 pandemic. In particular, due to a stay at home order in place for Illinois residents the Company implemented a work from home policy for all non-production employees to protect its employees and their families from potential virus transmission among co-workers. The service providers assisting the Company with preparation and dissemination of the Proxy Statement have implemented similar work from home policies. The efficiency of the Company’s process to complete our Proxy Statement process and key personnel working remotely while preparing and disseminating the Proxy Statement is negatively impacted by greater difficulty accessing documents, information and materials and other priorities including school closures, illness, responsibility for elders and other issues related to the Illinois stay at home orders and COVID-19. The Company is in the process of working on a remote basis to file the Proxy Statement, including the Part III Information, as quickly as possible. The Company expects to file the Proxy Statement, including the Part III Information, no later than June 14, 2020 (which is 45 days from the Proxy Statement’s original filing deadline of April 29, 2020).
The Company is supplementing the risk factors previously disclosed in the Company’s Annual report on Form 10-K for the year ended December 31, 2019 with the following risk factor:
Our business may suffer from the severity or longevity of the Coronavirus/COVID-19 global pandemic.
The Coronavirus (“COVID-19”) is currently impacting countries, communities and markets around the world. We cannot, at this time, predict whether COVID-19 will have a long term material impact on our financial condition and result of operations. On March 16, 2020, the food industry, including the Company, grocery stores and their suppliers, and transportation were classified by the U.S. federal government as critical infrastructure industry. As a result, our employees and facilities, as well as our suppliers and the retailers and distributors that sell our products, are able to remain in operation. Despite this and the plans we have in place to mitigate possible effects COVID-19 may have on the productivity of our workforce and operation of our facilities, if significant portions of our workforce are unable to work effectively due to illness, quarantines, government actions or orders, facility closures or other reasons in connection with the COVID-19 pandemic, our operations could be impacted. If that happens, we may be unable to produce sufficient products to fully satisfy all purchase orders and some of our costs may not be fully recoverable or adequately covered by insurance. The severity and longevity of the COVID-19 pandemic may also cause customers to suspend their decisions on purchasing our products. In addition, although our suppliers, customers and distributors are also classified as critical infrastructure industries, these changes may disrupt our supply chain, customers or distributors in ways we cannot predict. While we have contingency plans to carry on essential operations, these may not be able to mitigate all potential impacts, the extent to which COVID-19 impacts our business, sales and results of operations will depend on future developments, which are highly uncertain and cannot be predicted.
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.
Dated: April 29, 2020
LIFEWAY FOODS, INC.
|By:||/s/ Julie Smolyansky|
Name: Julie Smolyansky
Title: Chief Executive Officer