8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):

☐ Emerging growth company

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. ☐

Item 8.01. Other Events.

Stock Repurchase Program

On August 25, 2023, the Board of Directors of Lendway, Inc. (the “Company”) approved a Stock Repurchase Authorization (the “Repurchase Program”), authorizing the Company to repurchase up to 400,000 shares of its outstanding common stock, par value $.01 per share, from time to time.

The Company may purchase shares of its common stock from time to time in open market transactions at prevailing market prices, in privately negotiated transaction, or by other means in accordance with federal securities laws. Open market repurchases may be effected pursuant to Rule 10b5-1 trading plans. The manner, timing, number and prices of shares purchased by Lendway under the Repurchase Program will be determined by management at its discretion and will depend on a number of factors, including the market price of Lendway’s common stock, general market and economic conditions, and applicable legal requirements. The Repurchase Program does not obligate the Company to acquire any particular amount of its common stock or to acquire shares on any particular timetable and may be suspended or discontinued at any time at the Company’s discretion.

The Company issue a press release on August 28, 2023 announcing the approval of the Program, the text of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The Company’s unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2023 and for the fiscal years ended December 31, 2022 and 2021, the unaudited pro forma condensed combined balance sheet as of March 31, 2023, and the notes related thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

ldwy_ex991.htm EXHIBIT 99.1

FOR IMMEDIATE RELEASE

LENDWAY, INC. ANNOUNCES

NEW AUTHORIZATION TO REPURCHASE UP TO 400,000 SHARES

MINNEAPOLIS, MN – August 28, 2023 – Lendway, Inc. (Nasdaq: LDWY) (“Lendway”) announced today that its Board of Directors has authorized a new stock repurchase program of up to 400,000 of the company’s outstanding common stock, par value $.01 per share.

The shares may be purchased by Lendway from time to time in open market transactions at prevailing market prices, in privately negotiated transaction, or by other means in accordance with federal securities laws. The manner, timing, number and prices of shares purchased by Lendway under the program will be determined by management at its discretion and will depend on a number of factors, including the market price of Lendway’s common stock, general market and economic conditions, and applicable legal requirements. The Repurchase Program does not obligate Lendway to acquire any particular amount of its common stock or to acquire shares on any particular timetable and may be suspended or discontinued at any time in Lendway’s discretion.

About Lendway, Inc.

Lendway, Inc. is focused on building a scalable non-bank lending platform to purchase existing loans and/or originate and fund new loans.

For additional information, contact (800) 874-4648, or visit our website at www.lendway.com

Investor inquiries can be submitted to info@lendway.com.

Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

Statements in this press release that are not statements of historical or current facts are considered forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. The words “anticipate,” “continue,” “expect,” “plan,” “remain,” “will” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these or any forward-looking statements, which speak only as of the date of this press release. Statements made in this press release regarding, for instance, the timing of potential repurchases, if any, of shares of common stock are forward-looking statements. These forward-looking statements are based on current information, which we have assessed and which by its nature is dynamic and subject to rapid and even abrupt changes. As such, actual results may differ materially from the results or performance expressed or implied by such forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those set forth in our Annual Report on Form 10-K for the year ended December 31, 2022 and additional risks, if any, identified in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K filed with the SEC. Such forward-looking statements should be read in conjunction with Lendway’s filings with the SEC. Insignia assumes no responsibility to update the forward-looking statements contained in this press release or the reasons why actual results would differ from those anticipated in any such forward-looking statement, other than as required by law.