Lifeway Food SEC Filings

Bank of Montreal (BMO) is issuing US$4.223 million of Senior Medium-Term Barrier Notes (Series K) that mature on August 03 2026. The notes are linked to the worst performance of the Russell 2000® Index (RTY) and the S&P 500® Index (SPX) and are offered at 100% of principal.

Income profile: Investors will receive fixed monthly coupons of 0.8058% ($8.058 per $1,000), equivalent to ≈9.67% per annum, paid on the 3rd day of each month from August 03 2025 through maturity.

Capital repayment: Principal is not protected. At maturity investors receive:

• $1,000 plus final coupon if no Trigger Event occurs, regardless of index performance.
• If a Trigger Event occurs and the Final Level of the least-performing index is below its Initial Level, repayment equals $1,000 × (1 + Percentage Change of the Least Performing Index) — a 1% loss for each 1% decline. Principal could be wiped out.

Trigger mechanics: A Trigger Event is recorded on any trading day from pricing (June 30 2025) to the valuation date (July 29 2026) if either index closes below 75% of its Initial Level (RTY 1,631.276; SPX 4,653.71). Protection terminates once breached.

Key terms (per $1,000): Initial Levels – RTY 2,175.035, SPX 6,204.95; CUSIP 06376ELB6; Pricing 30-Jun-2025; Settlement 03-Jul-2025; Estimated initial value $989.30; Agent’s commission 0.65%; issuer credit risk BMO senior unsecured.

Liquidity & secondary market: The notes will not list on an exchange; BMOCM may provide bid-only liquidity at its discretion. Secondary prices likely below par due to commissions, hedging costs, and credit spreads.

Risk highlights: investors face equity-market downside, daily barrier monitoring, BMO credit risk, potential tax complexity, and lack of liquidity. Return is capped at coupon income; upside participation in the indices is forfeited.

Salesforce, Inc. (CRM) has filed a Form 144 signaling the intended sale of 144,000 common shares through Merrill Lynch on the NYSE around 01 July 2025. At the reference price used in the filing, the transaction is valued at approximately $39.24 million. The seller—whose name and relationship to Salesforce are not disclosed—originally obtained the shares on 22 March 2019 via the exercise of a stock option and paid for them in cash on 22 March 2023. No additional Salesforce shares have been sold by this filer during the past three months. The proposed sale represents roughly 0.015 % of the company’s 956 million shares outstanding, suggesting minimal impact on overall float or control. The filing contains no indication of a Rule 10b5-1 trading plan, nor any remarks beyond the standard certification language.

Salesforce, Inc. (CRM) has filed a Form 144 signaling the intended sale of 144,000 common shares through Merrill Lynch on the NYSE around 01 July 2025. At the reference price used in the filing, the transaction is valued at approximately $39.24 million. The seller—whose name and relationship to Salesforce are not disclosed—originally obtained the shares on 22 March 2019 via the exercise of a stock option and paid for them in cash on 22 March 2023. No additional Salesforce shares have been sold by this filer during the past three months. The proposed sale represents roughly 0.015 % of the company’s 956 million shares outstanding, suggesting minimal impact on overall float or control. The filing contains no indication of a Rule 10b5-1 trading plan, nor any remarks beyond the standard certification language.

Salesforce, Inc. (CRM) has filed a Form 144 signaling the intended sale of 144,000 common shares through Merrill Lynch on the NYSE around 01 July 2025. At the reference price used in the filing, the transaction is valued at approximately $39.24 million. The seller—whose name and relationship to Salesforce are not disclosed—originally obtained the shares on 22 March 2019 via the exercise of a stock option and paid for them in cash on 22 March 2023. No additional Salesforce shares have been sold by this filer during the past three months. The proposed sale represents roughly 0.015 % of the company’s 956 million shares outstanding, suggesting minimal impact on overall float or control. The filing contains no indication of a Rule 10b5-1 trading plan, nor any remarks beyond the standard certification language.

Everi Holdings Inc. (EVRI) filed a Post-Effective Amendment No. 1 to twelve previously effective Form S-8 registration statements on 1 July 2025. The filing removes from registration all shares of common stock that remain unsold under a range of equity incentive plans dating back to 2006, including the Amended & Restated 2014 Equity Incentive Plan and several legacy Global Cash Access and Multimedia Games plans.

The deregistration is the administrative follow-up to a transformative transaction completed the same day. Under a series of agreements executed on 26 July 2024, Everi and International Game Technology PLC’s (IGT) Gaming & Digital business were simultaneously acquired by Voyager Parent, LLC, an entity owned by funds managed by affiliates of Apollo Global Management. Key closing steps included: (1) IGT transferring its Gaming & Digital assets to a newly formed subsidiary, Spinco; (2) Apollo’s Voyager entities purchasing all Spinco units and the shares of IGT Canada Solutions ULC; and (3) Voyager Merger Sub, Inc. merging with and into Everi, leaving Everi as a wholly owned subsidiary of Apollo-backed Voyager Parent (the “Merger”).

Because Everi will be delisted and its securities deregistered under Section 12(b) of the Exchange Act, the company has terminated all offerings under its outstanding registration statements. Upon effectiveness of this amendment, no additional Everi shares can be issued under the listed employee stock and option plans.

For public investors, the filing signals the formal end of Everi’s status as an SEC-reporting company. For employees and plan participants, any awards not previously settled in connection with the transaction will no longer be serviceable with newly registered shares. No financial results, purchase consideration, or pro-forma figures were disclosed in this document.

Everi Holdings Inc. (EVRI) filed a Post-Effective Amendment No. 1 to twelve previously effective Form S-8 registration statements on 1 July 2025. The filing removes from registration all shares of common stock that remain unsold under a range of equity incentive plans dating back to 2006, including the Amended & Restated 2014 Equity Incentive Plan and several legacy Global Cash Access and Multimedia Games plans.

The deregistration is the administrative follow-up to a transformative transaction completed the same day. Under a series of agreements executed on 26 July 2024, Everi and International Game Technology PLC’s (IGT) Gaming & Digital business were simultaneously acquired by Voyager Parent, LLC, an entity owned by funds managed by affiliates of Apollo Global Management. Key closing steps included: (1) IGT transferring its Gaming & Digital assets to a newly formed subsidiary, Spinco; (2) Apollo’s Voyager entities purchasing all Spinco units and the shares of IGT Canada Solutions ULC; and (3) Voyager Merger Sub, Inc. merging with and into Everi, leaving Everi as a wholly owned subsidiary of Apollo-backed Voyager Parent (the “Merger”).

Because Everi will be delisted and its securities deregistered under Section 12(b) of the Exchange Act, the company has terminated all offerings under its outstanding registration statements. Upon effectiveness of this amendment, no additional Everi shares can be issued under the listed employee stock and option plans.

For public investors, the filing signals the formal end of Everi’s status as an SEC-reporting company. For employees and plan participants, any awards not previously settled in connection with the transaction will no longer be serviceable with newly registered shares. No financial results, purchase consideration, or pro-forma figures were disclosed in this document.

Schedule 13D/A Amendment No. 6 for Gabelli Healthcare & Wellness Rx Trust (GRX) Preferred Shares discloses updated ownership information for multiple Gabelli-related entities and individuals.

Aggregate ownership: The Reporting Persons now hold 1,514,000 preferred shares, equal to 45.49 % of the 3,328,500 shares outstanding as of 30 Jun 2025. Key positions include:

• Associated Capital Group (AC): 400,000 shares – 12.02 %
• GAMCO Investors (GBL): 400,000 shares – 12.02 %
• Mario J. Gabelli (individual): 400,000 shares – 12.02 %
• Gabelli Foundation: 314,000 shares – 9.43 %

Recent transactions (26 Jun 2025): Several entities surrendered a total of 1,440,000 preferred shares (Series E & Series G) at $10.00 per share under the Fund’s put right to redeem up to 100 % of its outstanding cumulative preferred stock. The largest single surrender was 830,000 shares by Mario J. Gabelli.

Post-transaction, the group retains a controlling minority of the preferred class, maintaining significant influence over matters requiring preferred-shareholder approval. All reporting persons exercise sole voting and dispositive power over their respective holdings; no shared power is reported. No new legal proceedings or changes in control arrangements were disclosed.

Implications for investors: While the surrender materially reduces absolute ownership, the group’s collective stake remains large at 45 %. The buy-back at par ($10) may signal limited upside in the current preferred valuation and could affect liquidity of the remaining float. However, continued alignment of interests between the Gabelli entities and preferred shareholders persists.

Lifeway Foods, Inc. (LWAY) – Form 4 insider transaction

Director Jason Scott Scher reported two open-market sales of the company’s common stock:

• 26 Jun 2025: Sold 8,200 shares at $24.22 per share; direct holdings fell to 16,367 shares.
• 27 Jun 2025: Sold 16,366 shares at $24.24 per share; direct holdings dropped to 1 share.

Aggregate proceeds are roughly $0.59 million. After the sales, Scher retains minimal direct equity but continues to hold substantial equity-linked compensation:

• RSUs: 8,767 units vesting between Aug-2025 and Jul-2027.
• Phantom stock: 72,118 units payable upon board departure.

The filing indicates no use of a 10b5-1 trading plan. The near-total liquidation of directly owned shares—while derivatives remain—can be interpreted as reduced short-term confidence, though continued board service and unvested awards maintain long-term alignment.