来福威食品美股招股说明书(2026-05-14版)

Filed Pursuant to Rule 424(b)(3)Registration No. 333-291148 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statementrelating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminaryprospectus supplement and the accompanying prospectus are not an offer to sell nor are we seeking an offer to buy thesesecurities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MAY 14, 2026 PROSPECTUS SUPPLEMENT(to Prospectus dated December 10, 2025) LIFEWAY FOODS, INC. 3,454,756 shares of Common Stock____________________________ The selling stockholder (the “Selling Stockholder”) named herein is offering 3,454,756 shares of our common stock, no parvalue (“Common Stock”). We will not receive any of the proceeds from the sale of the shares of Common Stock being sold by theSelling Stockholder, but we have agreed to pay certain registration expenses. We have indicated an interest in repurchasing up to $5 million of shares of our Common Stock that are subject to this offeringfrom the underwriter. However, the underwriter may determine to sell no shares in this offering to us, or we may determine torepurchase no shares in this offering. To the extent we repurchase any shares in this offering, the number of shares available for sale tothe general public will be accordingly reduced. Our Common Stock is traded on the Nasdaq Global Market (“Nasdaq”) under the symbol “LWAY.” On May 13, 2026, the lastreported sale price of our Common Stock on Nasdaq was $27.25 per share. (1) See the section titled “Underwriting” for additional information regarding total underwriter compensation. The underwriter has agreed to purchase shares of our Common Stock from the Selling Stockholder at a price of $ per share,which will result in approximately $ million of proceeds to the Selling Stockholder, before expenses. See “Underwriting.” Investing in our Common Stock involves risks. You should carefully read and consider “Risk Factors” beginning onpage S-9 of this prospectus supplement, on page 7 of the accompanying prospectus and in the documents incorporated byreference into this prospectus supplement. 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 underwriters expect to deliver the Common Stock on or about , 2026, which will be the third business day following theinitial trade date for the Common Stock sold in this offering (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one businessday, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Common Stockpurchased in this offering prior to the business day preceding the settlement date will be required, by virtue of the fact that the sharesinitially will settle T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasersof the Common Stock who wish to trade such Common Stock prior to the business day preceding the settlement date should consulttheir own advisors. Sole Book-Running Manager BTIG Prospectus Supplement dated , 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-1WHERE YOU CAN FIND MORE INFORMATIONS-3INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-4CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-5PROSPECTUS SUMMARYS-6THE OFFERINGS-8RISK FACTORSS-9USE OF PROCEEDSS-11SELLING STOCKHOLDERS-12UNDERWRITINGS-13MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCKS-21LEGAL MATTERSS-26EXPERTSS-26PROSPECTUSABOUT 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 ABOUT THIS PROSPECTUS SUPPLEMENT 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. This document is in two parts. The first part is this prospectus supplement, whichdescribes the terms of this offering of securities and also adds to, and updates information contained in, the accompanying prospectusand the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, theaccompanying prospectus, including the documents incorporat