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3,454,756 shares of Common Stock____________________________ The selling stockholder (the “Selling Stockholder”) named herein may offer from time to time up to 3,454,756 shares of ourcommon stock, no par value (“Common Stock”), in amounts, at prices and on terms to be determined at the time of sale. We will notreceive any of the proceeds from the sale of the shares of Common Stock being sold by the Selling Stockholder, but we have agreed topay certain registration expenses. See “Use of Proceeds” herein. We have registered the offering and resale of the shares of Common Stock to allow the Selling Stockholder to sell theseshares of Common Stock without restriction in the open market or otherwise in accordance with the terms of the CooperationAgreement dated September 30, 2025 between us and the Selling Stockholder. The registration of the shares of Common Stock doesnot necessarily mean that the Selling Stockholder will offer or sell its shares of Common Stock. See “Selling Stockholder” herein. The Selling Stockholder may sell the shares of Common Stock offered hereby directly to purchasers or through underwriters,dealers, brokers or agents designated from time to time. Sales of shares of Common Stock in particular offerings may be made on TheNasdaq Global Market (“Nasdaq”) or in the over-the-counter market or otherwise at prices and on terms then prevailing, at pricesrelated to the then-current market price, at fixed prices (which may be changed) or in negotiated transactions or in any other manner asdescribed in the section entitled “Plan of Distribution.” To the extent required for any offering, a supplement to this prospectus (a“prospectus supplement”) will set forth the number of shares of Common Stock then being offered, the initial offering price, the namesof any underwriters, dealers, brokers or agents and the applicable sales commission or discount. Any such prospectus supplement willalso contain a discussion of the material United States Federal income tax considerations relating to the Common Stock to the extentrequired and not contained herein. See “Plan of Distribution” herein. Our Common Stock is traded on Nasdaq under the symbol “LWAY.” On December 9, 2025, the last reported sale price of ourCommon Stock on Nasdaq was $23.43 per share. Investing in our Common Stock involves risks. You should carefully read and consider “Risk Factors” beginning onpage7of this prospectus, in any applicable prospectus supplement, in our most recent Annual Report on Form 10-K, anyadditional information set forth in our subsequent Quarterly Reports on Form 10-Q and in other reports we file with theSecurities and Exchange Commission (“SEC”) from time to time.____________________________ Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed uponthe accuracy or adequacy of this prospectus or any applicable prospectus supplement. Any representation to the contrary is acriminal offense. The date of this prospectus isDecember 10, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE3CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS4PROSPECTUS SUMMARY5RISK FACTORS7USE OF PROCEEDS9SELLING STOCKHOLDER10PLAN OF DISTRIBUTION14LEGAL MATTERS16EXPERTS16 You should rely only on the information contained in this prospectus or any applicable prospectus supplement orincorporated by reference in these documents. No dealer, salesperson or other person is authorized to give any information orto represent anything not contained or incorporated by reference in this prospectus or any applicable prospectus supplement.If anyone provides you with different, inconsistent or unauthorized information or representations, you must not rely on them.This prospectus and any applicable prospectus supplement are an offer to sell only the securities offered by these documents,but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus orany applicable prospectus supplement is current only as of the date on the front of those documents. You should read carefully the entire prospectus and any applicable prospectus supplement, as well as the documentsincorporated by reference in the prospectus or any applicable prospectus supplement, before making an investment decision. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the SEC utilizing a “shelf” registrationprocess. Under this process, the Selling Stockholder may from time to time, in one or more offerings, sell any and all of the shares ofCommon Stock described in this prospectus. A prospectus supplement may also add, update, or change the information contained or incorporated in this prospectus. Anyprospectus supplement will supersede this prospectus to the extent it contains information that is different from, or that conflicts with,th