Lifeway Foods Inc
For the period ended Dec 31, 2023. Filed Mar 20, 2024.
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FY2023 · Filed Mar 20, 2024
LWAY$22.26-3.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
| 1. | A list of the Financial Statements and Financial Statement Schedules filed as part of this Report is set forth in Part II, Item 8, which list is incorporated herein by reference. |
| 2. | Financial Statement Schedules – Separate financial statement schedules have been omitted either because they are not applicable or because the required information is included in the consolidated financial statements |
| 3. | Exhibits. |
| No. | Description | Form | Period Ending | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 3.1 | Articles of Incorporation, as amended and currently in effect | 10-K | 12/31/2013 | 3.2 | 4/2/2014 |
| 3.2 | Second Amended and Restated Bylaws | 10-K | 12/31/2022 | 3.1 | 3/27/2023 |
| 10.1 | Stockholders’ Agreement dated October 1, 1999 by and among Danone Foods, Inc., Lifeway Foods, Inc., Michael Smolyansky and certain other parties | 8-K | 10/1/1999 | 10.11 | 10/12/1999 |
| 10.2 | Letter Agreement dated December 24, 1999 | 8-K | 12/24/1999 | 10.12 | 1/12/2000 |
| 10.3+ | Employment Agreement, dated September 12, 2002, between Lifeway Foods, Inc. and Julie Smolyansky | 10-QSB/A No. 2 | 9/30/2002 | 10.14 | 4/30/2003 |
| 10.5 | Termination Agreement dated as of August 30, 2022, between the Company and Ludmila Smolyansky | 8-K | 9/6/2022 | 10.2 | 9/13/2022 |
| 10.6 | Amended and Restated Loan and Security Agreement dated as of May 7, 2018 among Lifeway Foods, Inc., Fresh Made, Inc., The Lifeway Kefir Shop, LLC, Lifeway Wisconsin, Inc., and CIBC Bank USA, as Lender. | 8-K | 5/7/2018 | 10.1 | 5/11/2018 |
| 10.7+ | Employment Agreement by and between the Company and Amy Feldman, dated as of October 29, 2018 | 8-K | 10/26/2018 | 10.1 | 11/1/2018 |
| 10.8+ | Employment Agreement by and between the Company and Eric Hanson, dated as of January 18, 2019 | 8-K | 1/1/2019 | 10.1 | 1/23/2019 |
| 10.9 | First Modification to Amended and Restated Loan and Security Agreement dated as of April 10, 2019 among Lifeway Foods, Inc., Fresh Made, Inc., The Lifeway Kefir Shop, LLC, Lifeway Wisconsin, Inc., and CIBC Bank USA, as Lender. | 10-K | 12/31/2018 | 10.10 | 4/15/2019 |
| No. | Description | Form | Period Ending | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 10.10 | Second Modification to Amended and Restated Loan and Security Agreement, effective as of December 10, 2019 by and among Lifeway Foods, Inc., Fresh Made, Inc., The Lifeway Kefir Shop, LLC, Lifeway Wisconsin, Inc., and CIBC Bank USA, as Lender. | 8-K | 12/10/2019 | 10.1 | 12/10/2019 |
| 10.11 | Third Modification to Amended and Restated Loan and Security Agreement dated as of September 30, 2020 among Lifeway Foods, Inc., Fresh Made, Inc., The Lifeway Kefir Shop, LLC, Lifeway Wisconsin, Inc., and CIBC Bank USA, as Lender. | 10-Q | 9/30/2020 | 10.1 | 10/6/2020 |
| 10.12 | Fourth Modification to Amended and Restated Loan and Security Agreement, dated as of August 18, 2021, by and among Lifeway Foods, Inc., Fresh Made, Inc., The Lifeway Kefir Shop, LLC, Lifeway Wisconsin, Inc., and CIBC Bank USA, as Lender | 8-K | 8/18/2021 | 10.1 | 8/20/2021 |
| 10.14+ | Lifeway Foods, Inc. Omnibus Incentive Plan | 8-K | 12/14/2015 | 10.2 | 12/18/2015 |
| 10.15+ | Notice of Restricted Stock Unit Award | 8-K | 12/14/2015 | 10.3 | 12/18/2015 |
| 10.16+ | Notice of Performance Unit Award | 8-K | 12/14/2015 | 10.4 | 12/18/2015 |
| 10.17+ | Notice of Restricted Stock Award | 8-K | 12/14/2015 | 10.5 | 12/18/2015 |
| 10.18+ | Notice of Non-Qualified Stock Option Award | 8-K | 12/14/2015 | 10.6 | 12/18/2015 |
| 10.19 | Settlement Agreement dated as of July 27, 2022, between the Company and Edward Smolyansky and Ludmila Smolyansky | 8-K | 7/27/2022 | 10.1 | 7/29/2022 |
| 10.20 | Amendment to Settlement Agreement dated as of July 27, 2022, between the Company and Edward Smolyansky and Ludmila Smolyansky | 10-K | 12/31/2022 | 10.20 | 3/27/2023 |
| 10.21+ | Lifeway Foods, Inc. 2022 Omnibus Incentive Plan | 8-K | 8/31/2022 | 10.1 | 9/2/2022 |
| 10.22+ | Form of Notice of Restricted Stock Award under the Lifeway Foods, Inc. 2022 Non-Employee Director Equity and Deferred Compensation Plan | 10-Q | 9/30/2022 | 10.6 | 11/14/2022 |
| 10.23+ | Form of Notice of Restricted Stock Unit Award under the Lifeway Foods, Inc. 2022 Omnibus Incentive Plan | 10-Q | 9/30/2022 | 10.7 | 11/14/2022 |
| 10.24+ | Form of Notice of Performance-Based Restricted Stock Unit Award under the 2022 Omnibus Incentive Plan | 10-Q | 9/30/2022 | 10.8 | 11/14/2022 |
| No. | Description | Form | Period Ending | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 10.25+ | Lifeway Foods, Inc. 2022 2022 Non-Employee Director Equity and Deferred Compensation Plan | 8-K | 8/31/2022 | 10.2 | 9/2/2022 |
| 10.26+ | Form of Notice of Restricted Stock Unit Award under the Lifeway Foods, Inc. 2022 Non-Employee Director Equity and Deferred Compensation Plan | 10-Q | 9/30/2022 | 10.6 | 11/14/2022 |
| 10.27 | Settlement Agreement dated as of September 1, 2022, between the Company and Edward Smolyansky | 8-K | 9/6/2022 | 10.1 | 9/13/2022 |
| 10.29 | Restricted Stock Unit Award Agreement, dated as of April 27, 2022, by and between the Company and Jason Scher. | 10-K | 12/31/2022 | 10.29 | 03/27/2023 |
| 21 | List of Subsidiaries of the Registrant | ||||
| 23.1 | Consent of Grant Thornton LLP | ||||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Julie Smolyansky | ||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Eric Hanson | ||||
| 32.1* | Section 1350 Certification of Julie Smolyansky | ||||
| 32.2* | Section 1350 Certification of Eric Hanson | ||||
| 99.1* | Press release dated March 20, 2024 reporting the Company’s financial results for year ended December 31, 2023. | ||||
| 101* | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in inline XBRL, include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. |
|---|
__________________
| + | Indicates a management contract or compensatory plan or arrangement. |
| * | This exhibit is furnished and not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of Lifeway Foods, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of filing this Form 10-K and irrespective of any general incorporation language contained in such filing. |
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