来福威食品美股招股说明书(2026-05-18版)

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. Subject to the successful completion of this offering, we have agreed to repurchase up to $5 million of shares of our CommonStock that are subject to this offering from the underwriter. 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 $18.425 pershare, which will result in approximately $63.6 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 underwriter expects to deliver the Common Stock on or about May 19, 2026, which will be the third business dayfollowing the initial trade date for the Common Stock sold in this offering (this settlement cycle being referred to as “T+3”). UnderRule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle inone business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade CommonStock purchased in this offering prior to the business day preceding the settlement date will be required, by virtue of the fact that theshares initially will settle T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement.Purchasers of the Common Stock who wish to trade such Common Stock prior to the business day preceding the settlement dateshould consult their own advisors. Sole Book-Running Manager BTIG Prospectus Supplement dated May 14, 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 incorporated by reference therein, provides more general information, some ofwhich may not apply to this offering. Generally, when we refer to this “prospectus supplement,” we are referring to both parts of thisdocument combined. You should rely only on the information contained in this prospectus supplement, the accompanying prospectus anddocuments incorporated by reference herein or therein. Neither we, the Selling Stockholder, nor the Underwriter has authorized anyother person to give any information or to represent anything not contained or incorporated by reference in this prospectus supplementor the accompanying prospectus. If anyone provides you with different, inconsistent or unauthorized information or representations,you must not rely on them. The information contained in this prospectus supplement, the accompanying prospectus and any