Bloomia Holdings, Inc 8-K, filed Nov 20, 2025
Bloomia Holdings, Inc. (TULP)
About this 8-K
Bloomia Holdings, Inc filed this 8-K on November 20, 2025, reporting on events of November 19, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported)
(Exact Name of Registrant as Specified in its Charter)
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(State of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) | | (Zip Code) |
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(Registrant’s Telephone Number, Including Area Code)
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:
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
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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):
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 19, 2025, Lendway, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) of Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock, par value $0.01 per share, from 5,714,285 shares to 10,000,000 shares (the “Authorized Share Increase”), which became effective immediately upon filing. The Company’s Board of Directors adopted resolutions approving the Authorized Share Increase on September 26, 2025, subject to stockholder approval. The Company’s stockholders approved the Authorized Share Increase at the 2025 Annual Meeting of Stockholders as described in Item 5.07 below. All other provisions of the certificate of incorporation remain unchanged.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of Stockholders of the Company was held on November 19, 2025 and the stockholders voted on the following proposals, each as described in detail in the definitive proxy statement relating to the meeting, filed with the Securities and Exchange Commission on October 6, 2025.
| 1. | Election of six directors. |
Nominee |
| For | | Withheld | | Broker Non-Votes |
Mary H. Herfurth | | 671,922 | | 6,303 | | 725,057 |
Chad B. Johnson | | 662,257 | | 15,968 | | 725,057 |
Mark R. Jundt | | 674,513 | | 3,712 | | 725,057 |
Matthew R. Kelly | | 674,455 | | 3,770 | | 725,057 |
Daniel C. Philp | | 674,711 | | 3,514 | | 725,057 |
Nicholas J. Swenson | | 555,963 | | 122,262 | | 725,057 |
Based on the voting results, all six nominees were elected to serve as a director of the Company for a term of one year, or until their respective successor is elected.
| 2. | The proposal to approve, by a non-binding vote, the Company’s executive compensation received advisory approval based on the following votes: |
For |
| Against | | Abstain | | Broker Non-Votes |
670,439 | | 7,726 | | 60 | | 725,057 |
| 3. | The proposal to ratify the appointment of Boulay PLLP as the independent registered public accounting firm for the year ending June 30, 2026 was approved based on the following votes: |
For |
| Against | | Abstain |
1,398,911 | | 4,320 | | 51 |
| 4. | The proposal to amend the certificate of incorporation to increase the number of authorized shares of common stock to 10,000,000 shares was approved based on the following votes: |
For |
| Against | | Abstain |
1,174,551 | | 223,490 | | 5,241 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
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3.1 | | | |||
104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document) | | ||
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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.
| LENDWAY, INC. | |
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Dated: November 20, 2025 | By | /s/ Elizabeth E. McShane |
| | Elizabeth E. McShane |
| | Chief Financial Officer |
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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION OF
LENDWAY, INC.
LENDWAY, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
| 1. | This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State on August 4, 2023 (the “Certificate of Incorporation”). |
| 2. | The first sentence of Article V of the Certificate of Incorporation is hereby amended and restated to be and read as follows: |
The aggregate number of shares of stock the Corporation is authorized to issue is 10,000,000 shares of common stock, par value of $0.01 per share (the “Common Stock”).
| 3. | The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
| 4. | All other provisions of the Certificate of Incorporation shall remain in full force and effect. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Mark R. Jundt its Co-Chief Executive Officer, this 19th day of November, 2025.
LENDWAY, INC.
By:/s/ Mark R. Jundt
Name:Mark R. Jundt
Title:Co-Chief Executive Officer