What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-14 compared with 2024-03-20 · 88 added, 52 removed, 122 unchanged (53% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures

that are designed to ensure material information required to be disclosed in our reports that we file or submit under the Exchange Act

is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information

is accumulated and communicated to our management, including our principal executive officer, principal financial officer and principal

accounting officer, as appropriate, to allow timely decisions regarding required financial disclosure.

In designing and evaluating the

disclosure controls and procedures, we recognize that a control system, no matter how well designed and operated, can provide only reasonable,

not absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have

been detected.

As of December 31, 2023 (the “Evaluation

Date”), we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal

financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities

Exchange Act of 1934 (the “Exchange Act”)).

Based on this evaluation, our principal executive officer and principal financial

officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective at the reasonable assurance

level as of December 31, 2023 in ensuring that information required to be disclosed by us under the Exchange Act is recorded, processed,

summarized, and reported within the time periods specified under the Exchange Act rules.

Management’s Annual Report on Internal

Control Over Financial Reporting

Management is responsible for establishing and

maintaining adequate internal control over financial reporting as such term is identified in Exchange Act Rules 13a-15(f).

Internal control

over financial reporting is a process designed by, or under the supervision of, our principal executive officer, principal financial officer

and principal accounting officer, and effected by the Board of Directors, management, and other personnel, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those

policies and procedures that:

We maintain disclosure controls and procedures that

are designed to ensure material information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including our principal executive officer, principal financial officer and principal accounting

officer, as appropriate, to allow timely decisions regarding required financial disclosure.

In designing and evaluating the disclosure

controls and procedures, we recognize that a control system, no matter how well designed and operated, can provide only reasonable, not

absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations in all control systems, no

evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been

As of December 31, 2024 (the “Evaluation Date”),

we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial

officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange

Act of 1934 (the “Exchange Act”)).

Based on this evaluation, our principal executive officer and principal financial officer

have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective at the reasonable assurance level

as of December 31, 2024 in ensuring that information required to be disclosed by us under the Exchange Act is recorded, processed, summarized,

and reported within the time periods specified under the Exchange Act rules.

Management’s Annual Report on Internal Control

Over Financial Reporting

Management is responsible for establishing and maintaining

adequate internal control over financial reporting as such term is identified in Exchange Act Rules 13a-15(f).

Internal control over financial

reporting is a process designed by, or under the supervision of, our principal executive officer, principal financial officer and principal

accounting officer, and effected by the Board of Directors, management, and other personnel, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting

principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and

procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

1 unchanged sentence

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.

Internal control over financial reporting has

inherent limitations which may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions or because the level of compliance with related

Internal control over financial reporting has inherent

limitations which may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions or because the level of compliance with related

policies or procedures may deteriorate.

5 unchanged sentences

control over financial reporting was effective as of December 31, 2024.

Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting that occurred during 2023 that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over

financial reporting that occurred during 2024 that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

OTHER INFORMATION

During the quarter ended December 31, 2023, no director or officer

of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”

During the quarter ended December 31, 2024, no director

or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408(a) of Regulation S-K.

3 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Corporate Governance Guidelines and Code of

Information required by this Item 10 will be included

1 unchanged sentence

Form 10-K and is incorporated herein by reference.

Code of Conduct and Code of Ethics

We have adopted a Code of Conduct applicable to

all members of the Board, executive officers, and employees and a Code of Ethics applicable to all members of the Board and executive

officers, including our principal executive officer and principal financial officer.

The Code of Conduct and the Code of Ethics are available

on our available on our website at www.lifewaykefir.com.

Information contained on the website is not incorporated by reference in, or

considered part of, this proxy statement.

We intend to disclose on our website any amendments to, or any waivers under, the Code of Ethics

that are required to be disclosed by the rules of the SEC or Nasdaq.

EXECUTIVE COMPENSATION

2 unchanged sentences

Form 10-K and is incorporated herein by reference.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this Item 12 will be included

15 unchanged sentences

Articles of Incorporation, as amended and currently in effect

Certificate of Designations of Series A Junior Participating Preferred Stock of Lifeway Foods, Inc., effective as of November 4, 2024

Second Amended and Restated Bylaws

Description of Securities

Filed Herewith

Shareholder Rights Agreement, dated as of November 4, 2024, by and between Lifeway Foods, Inc.

and Computershare Trust Company, N.A., as rights agent

Stockholders’ Agreement dated October 1, 1999 by and among Danone Foods, Inc., Lifeway Foods, Inc., Michael Smolyansky and certain other parties

Letter Agreement dated December 24, 1999

Agreement dated December 24, 1999 by and among Danone Foods, Inc., Lifeway Foods, Inc., Michael Smolyansky

and certain other parties

Employment Agreement, dated September 12, 2002, between Lifeway Foods, Inc.

and Julie Smolyansky

Termination Agreement dated as of August 30, 2022, between the Company and Ludmila Smolyansky

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.

6 unchanged sentences

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

Fifth Modification to Amended and Restated Loan and Security Agreement, dated as of February 5, 2025, by and among Lifeway Foods, Inc., Fresh Made, Inc., Lifeway Wisconsin, Inc., and CIBC Bank USA, as Lender

Lifeway Foods, Inc.

18 unchanged sentences

2022 Non-Employee Director Equity and Deferred Compensation Plan

Settlement Agreement dated as of September 1, 2022, between the Company and Edward Smolyansky

First Amendment to the 2022 Non-Employee Director Equity and Deferred Compensation Plan

Restricted Stock Unit Award Agreement, dated as of April 27, 2022, by and between the Company and Jason Scher

Amended and Restated Employment Agreement, dated as of December 23, 2024, by and between the Company and Julie Smolyansky

Retention Bonus Agreement, dated as of December 23, 2024, by and between the Company and Julie Smolyansky

Lifeway Foods, Inc.

Policy on Insider Trading

Filed Herewith

List of Subsidiaries of the Registrant

Consent of Grant Thornton LLP

Filed Herewith

Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)

Rule 13a-14(a)/15d-14(a) Certification of Julie Smolyansky

2 unchanged sentences

Section 1350 Certification of Eric Hanson

Lifeway Foods, Inc.

Incentive Compensation Clawback Policy

Filed Herewith

Press release dated March 14, 2025 reporting the Company’s financial results for year ended December 31, 2024 .

5 unchanged sentences

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.

The Company believes this agreement is null and void but has included it in this Exhibit List for completeness.

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

LIFEWAY FOODS, INC.

6 unchanged sentences

Chief Financial & Accounting Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual

whose signature appears below hereby constitutes and appoints Julie Smolyansky and Eric Hanson, and each of them individually, his or

her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or

her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and

all amendments to this Report together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange

Commission any and all exhibits to this Report and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all

such certificates, notices, communications, reports, instruments, agreements and other documents as may be necessary or appropriate in

connection therewith and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto

such agents, proxies and attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act

and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, and hereby

approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, any of them or any of his, her or their substitute

or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

March 14, 2025

23 unchanged sentences

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-K

Item 9A. Controls and Procedures