UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-Q/A

(Amendment No. 1)



(Mark One)

xQUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended: March
31, 2020



oTRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from __________
to __________



Commission File Number: 000-17363



LIFEWAY FOODS, INC.

(Exact Name of Registrant as Specified
in its Charter)



|Illinois                                                               | 36-3442829                                  
|---------------------------------------------------------------------- | --------------------------------------------
|(State or Other Jurisdiction of
        Incorporation or Organization) | (I.R.S. Employer
        Identification No.)



6431 West Oakton, Morton Grove, IL 60053

(Address of Principal Executive Offices,
Zip Code)



(847) 967-1010

(Registrant’s Telephone Number,
Including Area Code)



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



|Title of each class        | Trading Symbol(s) | Name of each exchange on which registered
|-------------------------- | ----------------- | -----------------------------------------
|Common Stock, no par value | LWAY              | Nasdaq Global Market                     



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yesx
Noo



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yesx Noo



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”,
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)



| | Large accelerated filero | Accelerated filero        
| | ------------------------ | --------------------------
| | Non-accelerated filero   | Smaller reporting companyx
| | Emerging growth companyo |                           



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.o



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso
Nox



Number of shares of Common Stock, no
par value, outstanding as of July 23, 2020: 15,604,480















EXPLANTORY NOTE



The sole purpose of
this Amendment No. 1 (the “Amendment”) to the Quarterly Report on Form 10-Q of Lifeway Foods, Inc. (the “Company”)
for the fiscal quarter ended March 31, 2020 filed with the Securities and Exchange Commission (the “SEC”) on June 26,
2020 (the “Original Form 10-Q”) is to add this Explanatory Note disclosing that, as previously disclosed in the Company’s
Current Report on Form 8-K as filed with the SEC on May 15, 2020 (the “Form 8-K”), the Company relied on the relief
provided by the SEC’s March 4, 2020 Order (Release No. 34-88318), as modified on March 25, 2020 (Release No. 34-88465) (collectively,
the “Order”), in connection with the filing of the Original Form 10-Q. The SEC
Order provides conditional relief to public companies that are unable to timely comply with their filing obligations as a result
of the novel coronavirus (“COVID-19”) outbreak by extending, subject to the conditions of the SEC Order, the filing
deadline by up to 45 days for certain Exchange Act reports due on or before July 1, 2020.



As described in the
Form 8-K, due to a stay at home order in place for Illinois residents the Company implemented work from home policies for all non-production
employees to protect its employees and their families from potential virus transmission among co-workers. Outside service providers
involved with the Company’s Original Form 10-Q process have implemented similar work from home policies. Increased difficulty
accessing documents, information and materials and other priorities including school closures, illness, responsibility for elders
and other issues related stay at home orders and COVID-19 have negatively impacted key personnel involved in the Company’s
Original Form 10-Q process and the Company’s ability to complete and file the Original Form 10-Q.



As required by Rule 12b-15 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment includes as exhibits the certifications required
of our principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. We have
included Part II, Item 6 in this Amendment to reflect the filing of these exhibits with this Amendment. We are not including certifications
under Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Amendment.



The Original Filing continues to speak as
of the date of the Original Filing. Except as described above and except that we have updated the number of outstanding shares
of our common stock on the cover page of this report, this Amendment does not amend or modify any other information set forth in
the Original Form 10-Q and we have not updated or modified disclosures included therein to reflect any events which occurred subsequent
to the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q and
with our other filings made with the SEC subsequent to the filing of the Original Form 10-Q.



























1











ITEM 6. EXHIBITS.



|No.  | Description                                                                                                        |  | Form           |  | Period Ending |  | Exhibit |  | Filing Date
|---- | ------------------------------------------------------------------------------------------------------------------ |  | -------------- |  | ------------- |  | ------- |  | -----------
|31.1 | Rule 13a-14(a)/15d-14(a) Certification of Julie Smolyansky                                                         |  | 10-Q           |  | 3/31/20       |  | 31.1    |  | 6/26/20    
|     |                                                                                                                    |  |                |  |               |  |         |  |            
|31.2 | Rule 13a-14(a)/15d-14(a) Certification of Eric Hanson                                                              |  | 10-Q           |  | 3/31/20       |  | 31.1    |  | 6/26/20    
|     |                                                                                                                    |  |                |  |               |  |         |  |            
|31.3 | Rule 13a-14(a)/15d-14(a) Certification of Julie Smolyansky                                                         |  | Filed herewith |  |               |  |         |  |            
|     |                                                                                                                    |  |                |  |               |  |         |  |            
|31.4 | Rule 13a-14(a)/15d-14(a) Certification of Eric Hanson                                                              |  | Filed herewith |  |               |  |         |  |            
|     |                                                                                                                    |  |                |  |               |  |         |  |            
|32.1 | Section 1350 Certification of Julie Smolyansky*                                                                    |  | 10-Q           |  | 3/31/20       |  | 32.1    |  | 6/26/20    
|     |                                                                                                                    |  |                |  |               |  |         |  |            
|32.1 | Section 1350 Certification of Eric Hanson*                                                                         |  | 10-Q           |  | 3/31/20       |  | 32.2    |  | 6/26/20    
|     |                                                                                                                    |  |                |  |               |  |         |  |            
|99.1 | Press release dated June 26, 2020 reporting Lifeway’s financial results for the three months ended March 31, 2020* |  | 10-Q           |  | 3/31/20       |  | 99.1    |  | 6/26/20    
|     |                                                                                                                    |  |                |  |               |  |         |  |            
|101  | Interactive Data Files*                                                                                            |  | 10-Q           |  | 3/31/20       |  | 99.1    |  | 6/26/20    
|     |                                                                                                                    |  |                |  |               |  |         |  |            



*       The exhibits
deemed furnished with this Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act., whether made before or after the date of the filing of this Form 10-Q and irrespective of
any general incorporation language contained in such filing.









2







SIGNATURES



Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to quarterly report on Form 10-Q to
be signed on its behalf by the undersigned, thereunto duly authorized.



|                     | LIFEWAY FOODS, INC.
|-------------------- | -------------------
|                     |                    
|                     |                    
|                     |                    
|Date: August 7, 2020 | By:                
|                     |                    
|                     |                    
|                     |                    
|                     |                    
|                     |                    











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