What the changes say
- Lifeway Foods faces ongoing shareholder activism, litigation over the Stockholders Agreement with Danone, and general supply and raw material cost risks.
What changed since the prior 10-K
New
- NewRISKS RELATED TO OUR BUSINESS
The increasing use of artificial intelligence technologies by our competitors, customers, and suppliers could impact our competitive position
Competitors, customers, or suppliers might adopt artificial intelligence technologies more successfully, placing Lifeway at a competitive disadvantage.
Reworded
- 69% rewrittenRISKS RELATED TO OUR BUSINESS
Litigation regarding the Stockholders’ Agreement may be protracted and costly
Lifeway and Danone jointly sought a stay of the Cook County litigation regarding the Stockholders Agreement under their Cooperation Agreement.
- 54% rewrittenRISKS RELATED TO OUR BUSINESS
We value constructive input from investors and regularly engage in dialogue with our shareholders regarding strategy and performance. Our Board and management team are committed to acting in the best interests of all of our shareholders
Specific references to Edward and Ludmila Smolyansky's 13D filing, 25 dollar buyout price, and seven director nominations were removed in favor of a generalized shareholder activism risk.
Was: We value constructive input from investors and regularly engage in dialogue with our stockholders regarding strategy and performance. Our Board and management team are committed to acting in the best interests of all of our stockholders
- 42% rewrittenRISKS RELATED TO OUR BUSINESS
Our business could be adversely affected as a result of proposals to acquire the Company or other actions taken by stockholders related to a possible acquisition of the Company
Specific references to Danone's 25 and 27 dollar acquisition proposals from 2024 were removed in favor of general acquisition proposal risks.
- 41% rewrittenRISKS RELATED TO OUR BUSINESS
Our debt and financial obligations could adversely affect our financial condition, our ability to obtain future financing, and our ability to operate our business
The reference date for having no outstanding indebtedness was updated from December 31, 2024 to December 31, 2025.
- 26% rewrittenRISKS RELATED TO OUR BUSINESS
A substantial portion of our common stock is held by members of the Smolyansky family, Danone and Divisadero Street Partners, L.P. (“Divisadero”), and they have the ability to control the outcome of matters submitted for stockholder approval
Shareholder ownership percentages and names were updated to include Divisadero Street Partners holding nine percent of common stock.
Was: A substantial portion of our common stock is held by members of the Smolyansky family and Danone, and they have the ability to control the outcome of matters submitted for stockholder approval
- 23% rewrittenRISKS RELATED TO OUR INDUSTRY
Reduced availability of raw materials and other inputs, as well as increased costs for them, could adversely affect us
Diesel fuel and resin were removed from the list of raw materials, and cultures and flavoring were added.
All 23 risk factors
Headings as the filing states them, in filing order.
RISKS RELATED TO OUR BUSINESS
- 01Our product categories face a high level of competition, which could negatively impact our sales and results of operations
- 02We may not be able to successfully implement our business strategy for our brands on a timely basis or at all
- 03If we fail to execute these and other important elements of our business strategy, our business and results of operations could be adversely affected
- 04Interruption of our supply chain could affect our ability to manufacture or distribute products, could adversely affect our business and sales, and/or could increase our operating costs and capital expenditures
- 05Disruption of our manufacturing or distribution chains or information technology systems, including disruption due to cybersecurity threats, could adversely affect our business
- 06Our debt and financial obligations could adversely affect our financial condition, our ability to obtain future financing, and our ability to operate our business41% rewritten
- 07Our Revolving Credit Facility bears interest at variable rates. If market interest rates increase, it will increase our debt service requirements, which could adversely affect our cash flow
- 08Loss of our key management or other personnel, or an inability to attract such management and other personnel, could negatively impact our business
- 09Employee strikes and other labor-related disruptions may adversely affect our operations
- 10Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brands
- 11A substantial portion of our common stock is held by members of the Smolyansky family, Danone and Divisadero Street Partners, L.P. (“Divisadero”), and they have the ability to control the outcome of matters submitted for stockholder approval26% rewritten
- 12Our business could be adversely affected as a result of proposals to acquire the Company or other actions taken by stockholders related to a possible acquisition of the Company42% rewritten
- 13We value constructive input from investors and regularly engage in dialogue with our shareholders regarding strategy and performance. Our Board and management team are committed to acting in the best interests of all of our shareholders54% rewritten
- 14Litigation regarding the Stockholders’ Agreement may be protracted and costly69% rewritten
- 15Our shareholder rights plan includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable
- 16Adverse economic conditions in the United States or any of the other countries in which we conduct significant business in the future could negatively affect our business, financial condition and results of operations
- 17The increasing use of artificial intelligence technologies by our competitors, customers, and suppliers could impact our competitive positionNew
RISKS RELATED TO OUR INDUSTRY
- 18The consolidation of our customers or the loss of any of our largest customers could negatively impact our sales and results of operations
- 19We are subject to the risk of product contamination and product liability claims, which could harm our reputation, force us to recall products and incur substantial costs
- 20We rely on independent certification for several of our products and facilities
- 21Increases in the cost of milk could reduce our gross margin and profit
- 22Reduced availability of raw materials and other inputs, as well as increased costs for them, could adversely affect us23% rewritten
- 23Our business is subject to various food, environmental, and health and safety laws and regulations, which may increase our compliance costs, subject us to liabilities, or otherwise adversely affect our business
Other Lifeway Foods 10-Ks
- FY2024 10-K risk factors22 risks
Lifeway Foods faces significant risks from concentrated insider ownership, takeover proposals, active proxy contests, and supply chain vulnerabilities.
Filed Mar 14, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.