UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

Commission File Number 000-017363

 

NOTIFICATION OF LATE FILING

 

(Check One):

Form 10-K  o Form 20-F  o Form 11-K  o  Form 10-Q  x Form N-SAR  o Form N-CSR ¨

 

For Period Ended: June 30, 2018

 

o Transition Report on Form 10-K

 

o Transition Report on Form 20-F

 

o Transition Report on Form 11-K

 

o Transition Report on Form 10-Q

 

o Transition Report on Form N-SAR

 

For the Transition Period Ended:

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

 

PART I -REGISTRANT INFORMATION

 

Lifeway Foods, Inc.
Full Name of Registrant
Former Name if Applicable
6431 Oakton Street
Address of Principal Executive Office (Street and Number)
Morton Grove, IL 60053
City, State and Zip Code

 

 

 

 

 

PART II - RULE 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

 

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III - NARRATIVE

 

State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra Sheets if Needed.)

 

As previously disclosed in the Form 8-K filed with the SEC on August 3, 2018, Lifeway hired a new Chief Financial Officer effective August 9, 2018 to replace the Interim Chief Financial Officer. Lifeway’s management and accounting team have been working diligently to complete the financial statements for the quarter ended June 30, 2018 and their comprehensive internal controls assessment. Given the transition-related variables, we are unable to file our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 on a timely basis. Lifeway undertakes the responsibility to file such report no later than five days after its original prescribed due date.

 

PART IV -OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification:
	Neha Clark	847	967-1010
	(Name)	(Area Code)	(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	x  Yes  o No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	o Yes  x No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

 

 

	Lifeway Foods, Inc.
	(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated:  August 14, 2018	By:	/s/ Neha Clark
		Neha Clark, Chief Financial Officer