來福威食品與CIBC銀行簽訂最高2,200萬美元融資協議用於設備收購

LIFEWAY FOODS, INC. 8-K

 
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

 

Date of Report (Date of earliest event reported):
June 30, 2026

 

LIFEWAY FOODS, INC.

 

(Exact Name of Registrant as Specified in Its
Charter)

 

 
 ILLINOIS
  
 000-17363
  
 36-3442829

 
 (State
 or Other Jurisdiction of

 Incorporation)

  
 (Commission

 File Number)
  
 (I.R.S. Employer

 Identification No.)

 

 
 6431
 West Oakton St., Morton
 Grove, IL
  
 60053
 
 (Address of principal executive offices)
  
 (Zip code)

 
 

Registrant’s telephone number, including
area code: (847) 967-1010

 

N/A

 

(Former Name or Former Address, if Changed Since
Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 
 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Securities registered pursuant to Section 12(b) of the Act:

 

 
 Title of each Class
  
 Trading Symbol
  
 Name of each exchange on which registered

 
 Common Stock, no par value
  
 LWAY
  
 The Nasdaq Stock Market

 
 Preferred Stock Purchase Rights
  
 None
  
 The Nasdaq Stock Market

 
 

Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b 2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐

 

 

    

  

 

 

 
 Item 1.01.
 Entry into a Material Definitive Agreement.

 
 

On June 30, 2026, Lifeway Foods, Inc. (“Lifeway”) and CIBC
Bank USA, Lifeway’s current lender (the “Lender”) entered into a Master Security Agreement (the “MSA”).
The MSA provides for loan advances under an Interim Funding Agreement (the “Interim Funding Agreement”) to finance or refinance
the acquisition of equipment, subject to Lender’s acceptance of collateral documentation, up to $22,000,000 in the aggregate, during
an interim funding period which expires June 30, 2027. Interest on the loan advances is payable monthly in arrears at the 1-month Term
Secured Overnight Financing Rate (“SOFR”) plus 1.65%.

 

Upon the conclusion of loan advances under the Interim Funding Agreement,
and the execution of a Collateral Schedule by Lender and Lifeway, all loan advances outstanding on the date of such Collateral Schedule
(the “Conversion Date”), shall be converted into the Equipment Guidance Line Note (the “Note”). The note is payable
in monthly installments of principal and interest and matures five years after the Conversion Date. Interest is payable monthly in arrears
at the 1-month Term Secured Overnight Financing Rate (“SOFR”) plus 1.65%.

 

The material terms and conditions of that certain Credit Agreement
by and among Lifeway, Fresh Made, Inc., a wholly owned subsidiary of Lifeway (“Fresh Made”), Lifeway Wisconsin, Inc., a wholly
owned subsidiary of Lifeway (“Lifeway Wisconsin”, and collectively with Lifeway and Fresh Made, the “Borrowers”)
and Lender, wherein Borrowers and Lender entered into that certain Sixth Modification effective as of December 29, 2025, remain unchanged
after giving effect to the MSA, Interim Funding Agreement and Equipment Guidance Line Note.

 

The descriptions of the MSA, Interim Funding Agreement and Note set
forth above are qualified in their entirety by reference to the MSA, Interim Funding Agreement and Note filed herewith as Exhibit 10.1
and incorporated by reference herein.

 

 
 Item 2.03.
 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 
 

The information set forth in Item 1.01 is incorporated by reference
into this Item 2.03.

 

 Item 9.01.
 Financial Statements and Exhibits.

 

(d) Exhibits:

 

 
 Exhibit No.
 Description

 
  
  

 
 10.1
 Master Security Agreement, Interim Funding Agreement, and Equipment Guidance Line Note, dated as of June 30, 2026 by and among Lifeway Foods, Inc. and CIBC Bank USA, as Lender.

 
  
  

 
 104
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 
 

 

 

 

 

 

  3 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
  
 
 LIFEWAY FOODS, INC.

  

  

  

 
 Dated:   July 7, 2026
 By:
 /s/ Eric Hanson
  

 
  
  
 Name: Eric Hanson
  

 
  
  
 Title: Chief Financial Officer
  

 
 

 

 

 

 

 

 

 

 

 

 

 

 

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