LWAY Lifeway Foods Inc

AMENDMENT NO. 12 to SCHEDULE 13D

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

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

Each of the Filing Persons 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. 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 is hereby amended and supplemented by the addition of the following:

On July 27, 2022, the Filing Persons entered into an agreement with the Company (the “Settlement Agreement”), which terminates the Filing Persons’ potential proxy contest or solicitation with respect to the appointment of new directors to the Company’s board of directors (the “Board”).

Pursuant to the Settlement Agreement, the Company has agreed, among other things, that (i) the Board will nominate the following individuals for election at the Company’s upcoming annual meeting, which is expected to be held on August 31, 2022 (the “2022 Annual Meeting”): Juan Carlos Dalto, Jodi Levy, Dorri McWhorter, Perfecto Sanchez, Jason Scher, Pol Sikar, Julie Smolyansky and Ludmila Smolyansky, and (ii) the Board’s Audit and Corporate Governance Committee will oversee a review of strategic alternatives for the Company.

Pursuant to the Settlement Agreement, Edward Smolyansky has withdrawn the director nominations previously submitted to the Company, and the Filing Persons have agreed, among other things, (i) to abide by customary standstill provisions through the date that is the earliest of (a) ten (10) days prior to the deadline for the submission of shareholder nominations for the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”), (b) ten (10) days prior to the deadline for the making of shareholder proposals at the 2023 Annual Meeting, and (c) the date of any material breach by the Company of its obligations under the Settlement Agreement, other than a breach resulting from actions of either of the Filing Persons, subject to cure, and (ii) at the 2022 Annual Meeting, to appear in person or by proxy and vote all shares of common stock of the Company (the “Common Stock”) beneficially owned, individually or otherwise, and controlled by either of them and over which they have power and authority to vote: (a) in favor of the slate of nominees for director submitted to shareholders by the Board for election; and (b) to approve all other Board-recommended shareholder proposals to be considered at the 2022 Annual Meeting.

The description of the Settlement Agreement contained herein is qualified in its entirety by reference to the Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

In connection with the entry into the Settlement Agreement, Edward Smolyansky issued a statement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

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.