Bloomia Holdings, Inc 10-Q for FY2025 Q1

Bloomia Holdings, Inc. (TULP)

10-Q 2024-11-19 For: 2024-09-30

Added on April 11, 2026

About this 10-Q

Bloomia Holdings, Inc filed this 10-Q on November 19, 2024, covering the quarter ended September 30, 2024 (FY2025 Q1).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $6.63M; compared with $0 a year earlier
Net loss: $1.39M; compared with net income of $1.13M a year earlier
Diluted EPS: -$0.64; compared with $0.63 a year earlier

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Delaware		41-1656308
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

		Page
PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets – September 30, 2024 (unaudited) and December 31, 2023	3

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) – Three and nine months ended September 30, 2024 and 2023 (unaudited)	4

	Condensed Consolidated Statements of Stockholders’ Equity – Three and nine months ended September 30, 2024 and 2023 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows – Nine months ended September 30, 2024 and 2023 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements – (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33

Item 4.	Controls and Procedures	33

PART II.	OTHER INFORMATION	34

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3.	Defaults upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

	September 30,			December 31,
	2024			2023
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,333,000		$	16,077,000
Accounts receivable, net		2,337,000			-
Receivable from escrow account		-			200,000
Inventories, net		15,490,000			-
Prepaid expenses and other current assets		1,423,000			52,000
Other current assets related to discontinued operations		-			292,000
Total current assets		20,583,000			16,621,000

Property and equipment, net		11,538,000			35,000
Equity-method investment		167,000			-
Goodwill		10,474,000			-
Intangible assets, net		25,950,000			-
Operating lease right-of-use assets		33,362,000			7,000
Finance lease right-of-use assets		16,000			-
Long-term receivable		369,000			-
Other assets		-			10,000
Total assets	$	102,459,000		$	16,673,000

Liabilities and Stockholders' equity
Current liabilities:
Accounts payable	$	3,679,000		$	32,000
Accrued compensation		348,000			635,000
Accrued expenses and other current liabilities		1,640,000			168,000
Current portion of operating lease liabilities		1,042,000			4,000
Current portion of finance lease liabilities		28,000			-
Current portion of debt		2,271,000			-
Current liabilities related to discontinued operations		55,000			257,000
Total current liabilities		9,063,000			1,096,000

Long-term liabilities:
Accrued income taxes		-			42,000
Operating lease liabilities, net of current portion		32,729,000			3,000
Finance lease liabilities, net of current portion		46,000			-
Long-term debt, net		34,610,000			-
Related party note payable		2,008,000			-
Deferred tax liabilities, net		8,738,000			-
Total Long-term liabilities		78,131,000			45,000

Commitments and contingencies (Note 13)

Stockholders' equity
Common stock, par value $0.01:
Authorized shares - 5,714,000
Issued and outstanding shares - 1,770,000 and 1,743,000 at September 30, 2024 and December 31, 2023, respectively		17,000			17,000
Additional paid-in capital		16,212,000			16,176,000
Accumulated other comprehensive income		38,000			-
Accumulated deficit		(3,464,000	)		(661,000	)
Total stockholders' equity attributable to Lendway, Inc.		12,803,000			15,532,000
Equity from noncontrolling interest		2,462,000			-
Total Stockholders' equity		15,265,000			15,532,000
Total Liabilities and Stockholders' equity	$	102,459,000		$	16,673,000

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Revenue, net	$	6,628,000		$	-		$	31,581,000		$	-
Cost of goods sold		5,188,000			-			24,490,000			-
Gross profit		1,440,000			-			7,091,000			-
Sales, general and administrative expenses		2,791,000			1,633,000			9,920,000			2,983,000
Operating loss		(1,351,000	)		(1,633,000	)		(2,829,000	)		(2,983,000	)
Foreign exchange difference, net		46,000			-			10,000			-
Interest expense (income), net		800,000			(111,000	)		1,989,000			(325,000	)
Other expenses, net		(3,000	)		-			(3,000	)		-
Loss from continuing operations before income taxes		(2,194,000	)		(1,522,000	)		(4,825,000	)		(2,658,000	)
Income tax benefit		(736,000	)		(11,000	)		(1,284,000	)		(4,000	)
Net loss from continuing operations		(1,458,000	)		(1,511,000	)		(3,541,000	)		(2,654,000	)
Income (loss) from discontinued operations, net of tax		66,000			(333,000	)		202,000			2,422,000
Gain from sale of discontinued operations, net of tax		-			2,970,000			-			2,970,000
Net (loss) income including noncontrolling interest		(1,392,000	)		1,126,000			(3,339,000	)		2,738,000
Less: Net loss attributable to noncontrolling interest		(267,000	)		-			(536,000	)		-
Net (loss) income attributable to Lendway, Inc.		(1,125,000	)		1,126,000			(2,803,000	)		2,738,000
Other comprehensive income (foreign currency translation)		1,000			-			47,000			-
Comprehensive (loss) income including noncontrolling interest		(1,124,000	)		1,126,000			(2,756,000	)		2,738,000
Less: Comprehensive loss income attributable to noncontrolling interest		-			-			9,000			-
Comprehensive (loss) income attributable to Lendway, Inc.	$	(1,124,000	)	$	1,126,000		$	(2,765,000	)	$	2,738,000

Net (loss) income per basic and diluted share attributable to Lendway, Inc.:
Continuing operations	$	(0.67	)	$	(0.85	)	$	(1.70	)	$	(1.48	)
Discontinued operations		0.04			1.48			0.11			3.01
Basic and diluted earnings per share	$	(0.64	)	$	0.63		$	(1.58	)	$	1.53

Weighted average shares used in calculation of net (loss) income per share:
Basic and diluted		1,770,000			1,785,000			1,770,000			1,793,000

						Additional			Accumulated Other					Total Lendway						Total
	Common Stock					Paid-In			Comprehensive		Accumulated			Stockholders'			Noncontrolling			Stockholders'
	Shares			Amount		Capital			Income		Deficit			Equity			Interest			Equity
BALANCE DECEMBER 31, 2023		1,743,000		$	17,000	$	16,176,000		$	-	$	(661,000	)	$	15,532,000		$	-		$	15,532,000
Value of stock-based compensation		-			-		1,000			-		-			1,000			-			1,000
Net loss		-			-		-			-		(1,163,000	)		(1,163,000	)		(251,000	)		(1,414,000	)
Other comprehensive income		-			-		-			3,000		-			3,000			-			3,000
Issuance of noncontrolling interests in acquisition		-			-		-			-		-			-			2,990,000			2,990,000
BALANCE MARCH 31, 2024		1,743,000		$	17,000	$	16,177,000		$	3,000	$	(1,824,000	)	$	14,373,000		$	2,739,000		$	17,262,000
Issuance of restricted stock awards		27,000			270		(270	)		-		-			-			-			-
Value of stock-based compensation		-			-		13,000			-		-			13,000			-			13,000
Net loss		-			-		-			-		(515,000	)		(515,000	)		(19,000	)		(534,000	)
Other comprehensive income		-			-		-			34,000		-			34,000			9,000		$	43,000
BALANCE JUNE 30, 2024		1,770,000		$	17,000	$	16,190,000		$	37,000	$	(2,339,000	)	$	13,905,000		$	2,729,000		$	16,634,000
Value of stock-based compensation		-			-		22,000			-		-			22,000			-			22,000
Net loss		-			-		-			-		(1,125,000	)		(1,125,000	)		(267,000	)		(1,392,000	)
Other comprehensive income		-			-		-			1,000		-			1,000			-			1,000
BALANCE AT SEPTEMBER 30, 2024		1,770,000		$	17,000	$	16,212,000		$	38,000	$	(3,464,000	)	$	12,803,000		$	2,462,000		$	15,265,000


BALANCE DECEMBER 31, 2022		1,797,000		$	18,000	$	16,458,000		$	-	$	(3,075,000	)	$	13,401,000		$	-		$	13,401,000
Issuance of common stock, net		1,000			-		8,000			-		-			8,000			-			8,000
Value of stock-based compensation		-			-		22,000			-		-			22,000			-			22,000
Net income		-			-		-			-		1,648,000			1,648,000			-			1,648,000
BALANCE MARCH 31, 2023		1,798,000		$	18,000	$	16,488,000		$	-	$	(1,427,000	)	$	15,079,000			-		$	15,079,000
Value of stock-based compensation		-			-		14,000			-		-			14,000			-			14,000
Net loss		-			-		-			-		(36,000	)		(36,000	)		-			(36,000	)
BALANCE AT JUNE 30, 2023		1,798,000			18,000		16,502,000			-		(1,463,000	)		15,057,000			-		$	15,057,000
Repurchase of common stock		(75,000	)		-		(437,000	)		-		-			(437,000	)		-			(437,000	)
Issuance of common stock, net		22,000			-		149,000			-		-			149,000			-			149,000
Issuance of common stock upon vesting of
restricted stock units		6,000			-		-			-		-			-			-			-
Value of stock-based compensation		-			-		7,000			-		-			7,000			-			7,000
Net loss		-			-		-			-		1,126,000			1,126,000			-			1,126,000
BALANCE AT SEPTEMBER 30, 2023		1,751,000		$	18,000	$	16,221,000		$	-	$	(337,000	)	$	15,902,000		$	-		$	15,902,000

Nine Months Ended September 30,	2024			2023
Operating Activities
Net (loss) income including noncontrolling interest	$	(3,339,000	)	$	316,000
Gain from sale of discontinued operations, net of tax		-			(2,970,000	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		1,928,000			3,000
Amortization of deferred financing costs		77,000			-
Changes in allowance for credit losses		-			-
Stock-based compensation expense		36,000			43,000
Noncash paid in kind interest expense		936,000			-
Noncash operating lease expense		1,145,000			-
Deferred income tax benefit		(1,542,000	)		-
Increase (decrease) in cash resulting from changes in, net of acquisition:
Accounts receivable, net		1,093,000			(200,000	)
Inventories		(3,008,000	)		-
Income tax receivable		-			2,000
Prepaid expenses and other current assets		515,000			(96,000	)
Accounts payable		1,583,000			(41,000	)
Accrued compensation		(2,100,000	)		-
Accrued expenses and other current liabilities		(100,000	)		630,000
Accrued income taxes		113,000			(12,000	)
Net cash used in operating activities of continuing operations		(2,663,000	)		(2,325,000	)
Net cash provided by operating activities of discontinued operations		90,000			1,735,000
Net cash used in operating activities		(2,573,000	)		(590,000	)

Investing Activities
Proceeds from sale of business		-			1,581,000
Purchases of property and equipment		(704,000	)		(24,000	)
Acquisition of Bloomia, net of cash acquired		(34,178,000	)		-
Receipt of escrow receivable		200,000			-
Net cash (used in) provided by investing activities of continuing operations		(34,682,000	)		1,557,000
Net cash used in investing activities of discontinued operations		-			(24,000	)
Net cash (used in) provided by investing activities		(34,682,000	)		1,533,000

Financing Activities
Proceeds from term loan		18,000,000			-
Proceeds from revolving debt		11,056,000			-
Proceeds from related party note		2,000,000			-
Proceeds from machinery financing loan		156,000			-
Repayments of long-term debt		(450,000	)		-
Repayments of seller note		(2,700,000	)		-
Repayments of revolving debt		(5,065,000	)		-
Principal payments on finance lease liabilities		(11,000	)		-
Payment of financing costs		(513,000	)		-
Proceeds from issuances of common stock					9,000
Repurchase of common stock, net		-			(437,000	)
Net cash provided by (used in) financing activities		22,473,000			(428,000	)

Effect of exchange rate changes		38,000			-
Net decrease in cash and cash equivalents		(14,744,000	)		515,000
Cash and cash equivalents, beginning of period		16,077,000			14,524,000
Cash and cash equivalents, end of period	$	1,333,000		$	15,039,000

Supplemental cash flow information
Cash paid for interest	$	1,006,000		$	-
Cash paid for income taxes	$	438,000		$	79,000
Noncash purchase consideration - Equity issuance of noncontrolling interest	$	2,990,000		$	-
Noncash purchase consideration - Seller notes	$	15,451,000		$	-

Non-cash financing activities
Common stock issued for accrued liabilities	$	-		$	148,000

		Estimated Useful Life
Machinery and equipment		5-20 years
Leasehold improvements		15 years
Bushes		7-10 years
Vehicles		5 years
Furniture and fixtures		5-7 years

	·	Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

	·	Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

	·	Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

	·	Identify the contract or contracts, with a customer;
	·	Identify the performance obligations in the contract;
	·	Determine the transaction price;
	·	Allocate the transaction price to performance obligations in the contract; and
	·	Recognize revenue when or as the Company satisfies a performance obligation.

	Three Months Ended		Nine Months Ended
	September 30, 2024		September 30, 2024
Supermarket	$	5,611,000	$	28,766,000
Wholesaler		792,000		2,078,000
Other		225,000		737,000
	$	6,628,000	$	31,581,000

Fair value of purchase consideration
Cash consideration	$	34,919,000
Equity in subsidiary issued (noncontrolling interest)		2,990,000
Seller bridge loans		15,451,000
Total fair value of consideration	$	53,360,000

Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents	$	739,000
Accounts receivable		3,430,000
Inventories		12,493,000
Prepaid and other		2,509,000
Property and equipment		11,740,000
Intangible assets		26,870,000
Equity method investment		167,000
Finance lease - right of use assets		22,000
Operating lease - right of use assets		34,289,000
Other assets		358,000
Total assets acquired		92,617,000

Accounts payable		2,064,000
Accrued expenses		3,066,000
Finance lease liabilities - current		13,000
Operating lease liabilities - current		945,000
Finance lease liabilities - long-term		9,000
Operating lease liabilities - long-term		33,344,000
Deferred tax liabilities		10,290,000
Total liabilities assumed		49,731,000
Net identifiable assets acquired		42,886,000
Goodwill		10,474,000
Total consideration transferred	$	53,360,000

	Three Months Ended			Nine Months Ended
	September 30, 2024			September 30, 2024
Revenue, net	$	6,628,000		$	33,955,055
Net loss attributable to Lendway		(1,125,000	)		(2,552,000	)

	September 30, 2024		December 31, 2023
Current Assets:
Accounts receivable, net	$	-	$	292,000
Current assets related to discontinued operations	$	-	$	292,000

Current Liabilities:
Accounts payable	$	-	$	7,000
Accrued sales tax		40,000		169,000
Other accrued liabilities		15,000		81,000
Current liabilities related to discontinued operations	$	55,000	$	257,000

	Three Months Ended			Nine Months Ended
	September 30, 2023			September 30, 2023
Net service revenues	$	1,976,000		$	21,018,000
Cost of services		1,568,000			16,067,000
Gross Profit		408,000			4,951,000

Operating Expenses:
Selling		410,000			1,135,000
Marketing		210,000			806,000
General and administrative		142,000			642,000
Total Operating Expenses		762,000			2,583,000
Operating (Loss) Income	$	(354,000	)	$	2,368,000

Other Income		21,000			54,000
(Loss) Income from discontinued operations	$	(333,000	)	$	2,422,000

Gain from sale of discontinued operations before income taxes		3,044,000			3,044,000
Income tax expense		74,000			74,000
Gain from the sale of discontinued operations, net of tax	$	2,970,000		$	2,970,000

	September 30, 2024
Finished goods	$	358,000
Work-in-process		1,486,000
Raw materials and packaging supplies		13,686,000
Total inventories	$	15,530,000
Less: provision		(40,000	)
Inventories, net	$	15,490,000

	September 30, 2024
Machinery and equipment	$	11,284,000
Leasehold improvements		113,000
Bushes		489,000
Vehicles		576,000
Furniture and fixtures		220,000
Property and equipment, gross		12,682,000
Less: accumulated depreciation		(1,144,000	)
Property and equipment, net	$	11,538,000

Balance as of January 1, 2024	$	-
Goodwill resulting from the Bloomia Acquisition		10,122,000
Measurement period adjustment		352,000
Balance as of September 30, 2024	$	10,474,000

	Carrying		Useful Life		Accumulated		Net Carrying
	Amount		(Years)		Amortization		Amount
Tradename	$	8,570,000	Indefinite		$	-	$	8,570,000
Customer relationships		18,300,000		12		920,000		17,380,000
	$	26,870,000			$	920,000	$	25,950,000

	September 30, 2024
Remainder of 2024	$	381,000
2025		1,525,000
2026		1,525,000
2027		1,525,000
2028		1,525,000
Thereafter		10,899,000
Total	$	17,380,000

	September 30, 2024
Credit Agreement - term loan	$	17,550,000
Notes payable		12,750,000
Credit Agreement - revolving credit facility		5,991,000
Paid in kind interest (PIK)		928,000
Machinery financing loan (1)		156,000
	$	37,375,000

Less: unamortized debt issuance costs		(334,000	)
Total debt	$	37,041,000
PIK included in accrued expenses and other current liabilities		(160,000	)
Less current maturities		(2,271,000	)
Long term debt, net of current maturities	$	34,610,000

Remainder of 2024 (1)	$	905,000
2025		1,981,000
2026		1,823,000
2027		1,824,000
2028		1,826,000
2029		29,016,000
	$	37,375,000

	September 30, 2024
Weighted average remaining lease term (years)
Finance leases		4.31
Operating leases		14.11
Weighted average discount rate applied
Finance leases		5.40	%
Operating leases		8.22	%

	Three Months Ended September 30, 2024		Nine Months Ended September 2024
Operating lease expense:
Operating lease cost	$	1,061,000	$	2,565,000
Short-term variable lease cost (1)		67,000		277,000
Finance lease expense:
Finance lease cost - depreciation		8,000		11,000
Total lease expense	$	1,136,000	$	2,853,000

Year ending December 31,	Operating Leases			Finance Leases
remainder of 2024	$	926,000		$	7,000
2025		3,770,000			25,000
2026		3,842,000			14,000
2027		3,919,000			14,000
2028		3,809,000			14,000
2029		3,827,000			9,000
Thereafter		38,081,000			-
Total Lease Payments		58,174,000			83,000

Less discount to PV		(24,403,000	)		(9,000	)
Liability balance	$	33,771,000		$	74,000

	Three Months Ended March 31, 2024
	As Previously Reported			Adjustment			As Revised
Cost of goods sold (1)	$	6,139,000		$	150,000		$	6,289,000
Loss from continuing operations before income taxes		(1,683,000	)		150,000			(1,833,000	)
Net loss from continuing operations		(1,336,000	)		150,000			(1,486,000	)
Net (loss) income including noncontrolling interest		(1,264,000	)		150,000			(1,414,000	)
Net (loss) income attributable to Lendway, Inc.		(1,041,000	)		122,000			(1,163,000	)
Net (loss) income attributable to noncontrolling interest		(223,000	)		28,000			(251,000	)
Comprehensive (loss) income attributable to Lendway, Inc.		(1,038,000	)		122,000			(1,160,000	)
Net (loss) income per basic and diluted share attributable to Lendway, Inc.	$	(0.73	)	$	0.07		$	(0.80	)
Note receivable	$	700,000		$	(150,000	)	$	550,000

	Three Months Ended June 30, 2024
	As Previously Reported			Adjustment			As Revised
Revenue (2)	$	16,780,000		$	140,000		$	16,920,000
Cost of goods sold (3)		12,803,000			211,000			13,014,000
Selling, general and administrative expenses (4)		4,095,000			(354,000	)		3,741,000
Loss from continuing operations before income taxes		(1,082,000	)		(283,000	)		(799,000	)
Net loss from continuing operations		(881,000	)		(283,000	)		(598,000	)
Net (loss) income including noncontrolling interest		(817,000	)		(283,000	)		(534,000	)
Net (loss) income attributable to Lendway, Inc.		(745,000	)		(230,000	)		(515,000	)
Net (loss) income attributable to noncontrolling interest		(72,000	)		(53,000	)		(19,000	)
Comprehensive (loss) income including noncontrolling interest		(702,000	)		(283,000	)		(419,000	)
Comprehensive (loss) income attributable to Lendway, Inc.		(710,000	)		(230,000	)		(480,000	)
Net (loss) income per basic and diluted share attributable to Lendway, Inc.	$	(0.42	)	$	(0.13	)	$	(0.29	)
Accounts receivable, net	$	3,306,000		$	140,000		$	3,446,000
Inventories, net		6,973,000			(211,000	)		6,762,000
Accrued expenses and other current liabilities		2,092,000			(354,000	)		1,738,000
Note receivable (5)		250,000			(150,000	)		100,000

	Six Months Ended June 30, 2024
	As Previously Reported			Adjustment			As Revised
Revenue	$	24,813,000		$	140,000		$	24,953,000
Cost of goods sold (3)		18,942,000			361,000			19,303,000
Selling, general and administrative expenses (4)		7,483,000			(354,000	)		7,129,000
Loss from continuing operations before income taxes		(2,765,000	)		(133,000	)		(2,632,000	)
Net loss from continuing operations		(2,217,000	)		(133,000	)		(2,084,000	)
Net (loss) income including noncontrolling interest		(2,081,000	)		(133,000	)		(1,948,000	)
Net (loss) income attributable to Lendway, Inc.		(1,786,000	)		(108,000	)		(1,678,000	)
Net (loss) income attributable to noncontrolling interest		(295,000	)		(25,000	)		(270,000	)
Comprehensive (loss) income including noncontrolling interest		(1,740,000	)		(133,000	)		(1,607,000	)
Comprehensive (loss) income attributable to Lendway, Inc.		(1,749,000	)		(108,000	)		(1,641,000	)
Net (loss) income per basic and diluted share attributable to Lendway, Inc.	$	(1.01	)	$	(0.06	)	$	(0.95	)

	(1)	The Company did not record non-cash rent expense for the month of March 2024. This adjustment impacts the three months ended March 31, 2024 and the six months ended June 30, 2024.
	(2)	The Company identified a timing issue whereby product received by the customer before June 30, 2024 was recorded in July 2024, resulting in an understatement of revenue and cost of good sold in the three and six months ended June 30, 2024.
	(3)	Based on an inventory count performed in the third quarter of 2024, management noted the inventory balance at June 30, 2024 was overstated, which results in cost of goods sold being understated.
	(4)	Management over accrued for certain expenses resulting in an overstatement of selling, general and administrative costs in the three and six months ended June 30, 2024.
	(5)	Rent expense was properly stated in the three months ended June 30, 2024, but the note was overstated as of June 30, 2024 due to non-cash rent not being recorded in March 2024.

Exhibit Number	Description	Incorporated by Reference To

2.1*	Asset Purchase Agreement dated May 24, 2023	Exhibit 2.1 to Current Report filed May 25, 2023

2.2*	Agreement for the Sale and Purchase of Shares, dated February 21, 2024, by and among Tulp 24.1, LLC, Tulipa Acquisitie Holding B.V., Botman Bloembollen B.V., W.F. Jansen, H.J. Strengers and the Company	Exhibit 2.1 to Current Report filed February 26, 2024

3.1	Certificate of Incorporation	Exhibit 3.1 to Current Report filed August 9, 2023

3.2	Bylaws	Exhibit 3.2 to Current Report filed August 9, 2023

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002	Filed Electronically

31.2	Certification of Principal Financial and Accounting Officer	Filed Electronically

32	Section 1350 Certifications	Furnished Electronically

101	The following materials from Lendway, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in inline XBRL (extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss); (iii) Condensed Consolidated Statements of Stockholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to Condensed Consolidated Financial Statements	Filed Electronically

104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document)	Filed Electronically

	LENDWAY, INC.
	(Registrant)

Dated: November 19, 2024	/s/ Mark R. Jundt
	Mark R. Jundt
	Co-Chief Executive Officer
	(on behalf of registrant)

Dated: November 19, 2024	/s/ Daniel C. Philp
	Daniel C. Philp
	Co-Chief Executive Officer
	(on behalf of registrant)

Dated: November 19, 2024	/s/ Elizabeth E. McShane
	Elizabeth E. McShane
	Chief Financial Officer
	(principal financial and accounting officer)

1.	We have reviewed this quarterly report on Form 10-Q of Lendway, Inc.;

2.	Based on our knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on our knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and we are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the registrant, particularly during the period in which this report is being prepared; and

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 19, 2024	/s/ Mark R. Jundt
	Mark R. Jundt
	Co-Chief Executive Officer
	(principal co-executive officer)

	/s/ Daniel C. Philp
	Daniel C. Philp
	Co-Chief Executive Officer
	(principal co-executive officer)

1.	I have reviewed this quarterly report on Form 10-Q of Lendway, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: