United States securities and exchange commission logo
May 15, 2023
Eric Hansen
Chief Financial Officer
Lifeway Foods, Inc.
6431 W. Oakton St.
Morton Grove, IL 60053
Re: Lifeway Foods, Inc.
Definitive Proxy
Statement on Schedule 14A filed April 28, 2023
File No. 000-17363
Dear Eric Hansen:
We have reviewed your filing and have the following comment. In
our comment, we may
ask you to provide us with information so we may better understand your
disclosure.
Please respond to this comment by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to this comment, we may have additional comments.
Definitive Proxy Statement on Schedule 14A filed April 28, 2023
General
1. In light of the filing
of a solicitation in opposition, as defined in Note 3 to paragraph (a) of
Exchange Act Rule
14a-6, by Mr. Smolyansky on May 9, 2023, please advise us of the
registrant s plans
with respect to filing a revised definitive proxy statement containing the
disclosure described in
Items 4(b) and 5(b) of Schedule 14A and disclosing:
the existence of
the solicitation in opposition;
the Company s
position that Mr. Smolyansky s director nominations are invalid
because he waived
his nomination rights pursuant to the Settlement Agreement;
the basis for
such position;
that the
registrant initiated litigation against Ludmila Smolyansky and Mr.
Smolyansky
alleging, among other claims, that they breached their contractual
obligations under
the Settlement Agreement by submitting Mr. Smolyansky s notice
of his intent to
nominate the Shareholder Nominees;
that the
Smolyanskys filed a counterclaim seeking to enjoin any actions to reject Mr.
Smolyansky s
nominations or refusing to count votes in favor of the Shareholder
Eric Hansen
Lifeway Foods, Inc.
May 15, 2023
Page 2
Nominees; and
the potential implications (including any risks to the registrant
or its shareholders) if
Mr. Smolyanky s nominations are ultimately deemed to be valid,
including the need
for the Company to discard non-universal proxy cards previously
received and to
instead use a universal proxy card.
Refer to Compliance and Disclosure Interpretations for Proxy Rules and
Schedules
14A/14C, Question 139.05.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
FirstName LastNameEric Hansen
Division of
Corporation Finance
Comapany NameLifeway Foods, Inc.
Office of Mergers
& Acquisitions
May 15, 2023 Page 2
cc: Tim Lavender
FirstName LastName