What changed in this filing

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Item 4. Controls and Procedures

2022-08-26 compared with 2021-11-15 · 34 added, 20 removed, 5 unchanged (92% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure

Controls and Procedures

We have established

of Disclosure Controls and Procedures

The Company has established

disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange

Act”)) designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is

recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules

and forms, and such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial

Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management, with the participation of the Chief Executive

Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of September

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures were effective as of September 30, 2021.

There were no changes

in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended September

30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Act”)) that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange

Commission (“SEC”), and such information is accumulated and communicated to management, including our Chief Executive Officer

(“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

Management, together with our CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March

Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March

Changes in Internal

Control over Financial Reporting

As previously disclosed

under “Item 9A—Controls and Procedures” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,

we concluded that our internal control over financial reporting was not effective based on the material weakness identified.

Our remediation efforts

were ongoing during the three months ended March 31, 2022.

Remediation generally requires making changes to how controls are designed

and implemented and then adhering to those changes for a sufficient period of time such that the effectiveness of those changes is demonstrated

with an appropriate amount of consistency.

We have continued to emphasize the importance of, and monitor the sustained compliance with,

the execution of our internal controls over financial reporting.

The Company has continued to work with its third-party service provider

to ensure that our accounting and reporting for income taxes is accurate.

If not remediated the deficiency could result in material misstatements

to our consolidated financial statements.

Other than as described

in the preceding paragraph, there have been no changes in the Company’s internal control over financial reporting (as defined in

Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2022 that has materially affected or are reasonably

likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

LEGAL PROCEEDINGS.

From time to time we are engaged in litigation

matters arising in the ordinary course of business.

While the results of litigation and claims cannot be predicted with certainty, Lifeway

believes that no such matter is reasonably likely to have a material adverse effect on our financial position or results of operations.

Information regarding legal preceding is available

in Note 9, Commitment and Contingencies.

RISK FACTORS.

There have been no material changes with respect to the risk factors

disclosed in Part I, Item 1A of our 2020 Form 10-K.

There have been no material changes from the risk factors disclosed

in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

DEFAULTS UPON SENIOR SECURITIES.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures