Edward Smolyansky, Ludmila Smolyansky, and related entities filed Amendment No. 28 to Schedule 13D with the SEC on November 12, 2026, disclosing a Registration Rights Agreement entered into on November 9, 2026, covering shares of Lifeway Foods, Inc. common stock listed on NASDAQ:LWAY.

Key Highlights

  • Registration Rights Agreement: Dated November 7, 2026, the agreement was entered into by Edward Smolyansky, the Edward Smolyansky Trust 2/2/16, the Ludmila Smolyansky Trust 2/1/05, and the Ludmila and Edward Smolyansky Family Foundation with Lifeway Foods, Inc.
  • Shares to be Registered: Lifeway Foods agreed to register an aggregate of 2,379,642 shares of common stock for potential offering by the shareholders and certain related persons.
  • Combined Beneficial Ownership: As of November 11, 2026, the filing persons together are reported to beneficially own an aggregate of 2,879,642 shares, representing approximately 19.1% of outstanding common stock.
  • Edward Smolyansky Individual Ownership: Edward Smolyansky is reported as beneficial owner of 2,372,435 shares, representing approximately 15.7% of outstanding shares.
  • Ludmila Smolyansky Individual Ownership: Ludmila Smolyansky is reported as beneficial owner of 582,207 shares, representing approximately 3.9% of outstanding shares.
  • Recent Trust Share Sales: The Edward Smolyansky Trust 2/2/16 sold 66,218 shares at $22.58 and 3,782 shares at $23.31 on November 4, 2026, and 30,000 shares at $22.64 on October 13, 2026, each in ordinary broker transactions.

Registration Agreement and Ownership Structure at Lifeway Foods

According to the filing, on November 9, 2026, the Shareholders entered into a Registration Rights Agreement dated as of November 7, 2026, with Lifeway Foods, Inc., a producer of kefir and other cultured dairy products headquartered at 6431 W Oakton, Morton Grove, Illinois 60053. Under that agreement, the company committed to prepare and file a registration statement to register under the Securities Act of 1933, as amended, an offering of an aggregate of 2,379,642 shares of common stock on a delayed or continuous basis pursuant to Rule 415.

The filing states that Lifeway Foods also agreed to use commercially reasonable efforts to keep the registration statement continuously effective from the date it is declared effective until the earlier of the date all registrable securities have been sold or the fifth anniversary of the effective date, subject to certain customary exceptions and extensions. The agreement is described as containing customary representations, warranties, and covenants, including indemnification provisions and terms governing the payment of expenses, and is filed as Exhibit 99.1.

As of November 11, 2026, the filing reports that the percentage calculations were based on 15,106,747 shares outstanding as of August 7, 2026, as reported by Lifeway Foods in its Quarterly Report on Form 10-Q filed with the SEC on August 13, 2026. The filing also notes that "the reporting persons do 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 USA Public Benefit Corporation, and the reporting persons reserve all rights."

What Was Disclosed

This amendment discloses a Registration Rights Agreement between Lifeway Foods and the Smolyansky group covering 2,379,642 shares, details the beneficial ownership positions of three filing persons as of November 11, 2026, and reports three share sales by the Edward Smolyansky Trust 2/2/16 during the prior sixty days.