LIFEWAY FOODS, INC. (NASDAQ:LWAY) Files An 8-K Regulation FD Disclosure
Item 7.01Regulation FD Disclosure.
On January 29, 2019, the Securities and Exchange Commission (the “SEC”) announced an Order settling the allegations by its Division of Enforcement against Lifeway Foods, Inc. (“Lifeway”). The Division of Enforcement conducted an informal inquiry concerning Lifeway’s internal controls, disclosure controls and procedures, and internal control over financial reporting for fiscal years before the May 19, 2016 date of the Division’s letter to Lifeway.
As we previously disclosed in our Form 10-Q filed on November 14, 2018, following the SEC’s issuance of a Wells Notice and discussions with the SEC staff about the SEC’s alleged claims, we reached an agreement in principle to resolve the allegations on November 9, 2018. Lifeway agreed to settle with the SEC without admitting or denying the allegations described in the SEC Order. The Order requires Lifeway to cease and desist from committing or causing any violations and any future violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 13a-1, 13a-15(a) and 13a-15(c), thereunder. As part of the resolution, Lifeway also agreed to pay a civil money penalty in the amount of $100,000. The SEC’s Order is furnished herewith as Exhibit 99.1.
The information included in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by Lifeway under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
| No. | Description | Form | Period Ending | Exhibit | Filing Date |
| 99.1 | SEC Order | Furnished Herewith |
Lifeway Foods, Inc. Exhibit
EX-99.1 2 lifeway_8k-ex9901.htm SEC ORDER Exhibit 99.1 UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 84995 / January 29,…
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About LIFEWAY FOODS, INC. (NASDAQ:LWAY)
Lifeway Foods, Inc. (Lifeway) is engaged in the manufacturing of probiotic, cultured, functional dairy health food products. The Company is engaged in the sale of fermented dairy products, which are produced and are sold to consumers through a network of distributors and retailers in the United States. Through its distributors, the Company also sells its products to retailers in Mexico, Costa Rica, Dubai, Hong Kong, China and the Caribbean. The Company’s primary product is kefir, a dairy beverage similar to but distinct from yogurt, in various flavors and in various package configurations. In addition to the drinkable products, Lifeway manufactures Lifeway Farmer Cheese, a line of various farmer cheeses. Kefir also serves as a base for lower-calorie dressings, dips, marinades, soups or sauces and as a basic ingredient in other home-prepared foods. Recipes are made available through the Company’s Website. The Company also markets and sells its ProBugs line of drinkable kefir.
