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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001683168-25-001644 0001227848 XXXXXXXX LIVE 24 Common Stock 07/02/2025 false 0000814586 531914109 Lifeway Foods, Inc. 6431 W Oakton Morton Grove IL 60053 Edward Smolyansky 847-967-1010 1219 N Wells St Chicago IL 60610 0001227848 N Ludmila Smolyansky a OO N X1 865166.00 75000.00 865166.00 75000.00 940166.00 N 6.2 IN Note to Row (11): In accordance with Rule 13d-101 under the Act, the reporting person has calculated the percentage of outstanding shares beneficially owned by her based on 15,203,241 shares reported to be outstanding as of May 6, 2025 (the "Reported Outstanding Shares"), as contained in the issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on May 13, 2025. The reporting person does not hereby concede that all such Reported Outstanding Shares are validly issued and outstanding, including, without limitation, any shares purported to have been issued to Julie Smolyansky or her spouse without the consent of Danone North America PBC. 0001227847 N Edward Smolyansky a OO N X1 2584975.00 575000.00 2584975.00 575000.00 3159975.00 N 20.8 IN Note to Row (11): In accordance with Rule 13d-101 under the Act, the reporting person has calculated the percentage of outstanding shares beneficially owned by him based on the Reported Outstanding Shares. The reporting person does not hereby concede that all such Reported Outstanding Shares are validly issued and outstanding, including, without limitation, any shares purported to have been issued to Julie Smolyansky or her spouse without the consent of Danone North America PBC. Y The Edward Smolyansky Trust 2/2/16 a OO N X1 1233333.00 0.00 1233333.00 0.00 1233333.00 N 8.1 OO Note to Row (11): In accordance with Rule 13d-101 under the Act, the reporting person has calculated the percentage of outstanding shares beneficially owned by it based on the Reported Outstanding Shares. The reporting person does not hereby concede that all such Reported Outstanding Shares are validly issued and outstanding, including, without limitation, any shares purported to have been issued to Julie Smolyansky or her spouse without the consent of Danone North America PBC. Common Stock Lifeway Foods, Inc. 6431 W Oakton Morton Grove IL 60053 This Amendment No. 24 (this "Amendment") further amends and supplements the Schedule 13D filed by Ludmila Smolyansky, Edward Smolyansky and The Edward Smolyansky Trust 2/2/16 (the "Edward Smolyansky Trust" and, together with Ludmila Smolyansky and Edward Smolyansky, the "Filing Persons"). This Amendment is being filed by the Filing Persons for the purpose of providing the additional information set forth below. Item 4 is hereby amended and supplemented by the addition of the following: On July 2, 2025, Edward Smolyansky and Ludmila Smolyansky filed a definitive consent statement with the Securities and Exchange Commission, relating to a consent solicitation with respect to the following proposals: (i) to repeal any amendment to the Second Amended and Restated By-Laws (the "Bylaws") of Lifeway Foods, Inc. (the "Company") that is made by the Company's board of directors (the "Board") and becomes effective on or after March 24, 2023 and prior to the effective this proposal becoming effective; (ii) to remove each director of the Company and any other director appointed by the Board on or after June 15, 2024 and prior to this proposal becoming effective, subject to the election of at least one Nominee pursuant to the proposal described in clause (iii), below; (iii) to elect each of Ludmila Smolyansky, Edward Smolyansky, Richard Beleutz, Cindy Curry, Michael Leydervuder, George Sent and Robert Whalen (each a "Nominee"), to serve as directors of the Company until the Company's next annual meeting of shareholders and until their respective successors are duly elected and qualified (or, if any such Nominee is unable or unwilling to serve as a director of the Company, or if the Board changes the number of directorships to be a number other than seven, the persons designated as Nominees by the then-remaining Nominee(s)), subject to the approval of the proposal described in clause (ii), above; and (iv) to amend the Bylaws, as reflected in the consent statement, to prohibit the Company from employing or engaging any immediate family member of the Company's president or chief executive officer. On July 2, 2025, Mrs. Smolyansky and Mr. Smolyansky also issued a press release, attached hereto as Exhibit 99.1, which is incorporated herein by reference. On July 7, 2025, Mr. Smolyansky sent a letter to the Company's President requesting, in accordance with Section 7.05 of the Illinois Business Corporation Act, that the Company give notice of an annual meeting of the shareholders of the Company (the "2025 Annual Meeting") and demanding, in accordance with Section 2.1.1 of the Bylaws, that the Company hold the 2025 Annual Meeting, in each case as promptly as practicable. Exhibit 99.1 - Press release, dated July 2, 2025 Ludmila Smolyansky /s/ Ludmila Smolyansky Ludmila Smolyansky 07/07/2025 Edward Smolyansky /s/ Edward Smolyansky Edward Smolyansky 07/07/2025 The Edward Smolyansky Trust 2/2/16 /s/ Edward Smolyansky Edward Smolyansky, Trustee 07/07/2025