8-K - TULP - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT

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

January 19, 2026

Date of Report (Date of Earliest Event Reported)

Lendway, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware		001-13471		41-1656308
(State or other jurisdiction of Incorporation)		(Commission<br><br>File Number)		(I.R.S. Employer<br><br>Identification No.)

5000 West 36th Street , Suite 220 ,
Minneapolis , Minnesota		55416
(Address of Principal Executive Offices)		(Zip Code)

( 763 ) 392-6200

(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):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		LDWY		The Nasdaq Stock Market LLC

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 1.01. Entry into a Material Definitive Agreement.

Amendment to Bridge Loan Agreement

As previously disclosed in a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 26, 2024, in connection with Lendway, Inc.’s (the “Company”) acquisition of Bloomia B.V. through its majority owned subsidiary, Tulp 24.1, LLC (the “U.S. Subsidiary”) and Tulipa Acquisitie Holding B.V. dba Bloomia (the “Dutch Subsidiary”, together with the U.S. Subsidiary, the “Borrowers”), the Borrowers, as part of the closing consideration, entered into that certain Bridge Loan Agreement dated February 22, 2024, by and among the Borrowers, Botman Bloembollen B.V. (“Botman”), Mr. W.J. Jansen, an individual (“Jansen”), Mr. H.J. Strengers, an individual (“Strengers” and, together with Botman and Jansen, collectively, the “Lenders”), pursuant to which the Lenders made loans to the Borrowers in the original aggregate principal amount of USD $12,750,275 (the “Bridge Loan”). The Company has provided an unsecured guaranty of the obligations of the Borrowers under the Bridge Loan.

On January 19, 2026, the Borrowers entered into that certain First Amendment to Bridge Loan Agreement (“Bridge Loan Amendment”) pursuant to which, among other things, the Borrowers will have the right to prepay the Bridge Loan in full at a discount in the aggregate amount of USD $7,330,000 at any time prior to April 15, 2026 (the “Discounted Prepayment”) without any interest, indemnity, penalty, or premium due in respect of such Discount Prepayment, provided that as a condition to and effective upon the Borrowers making the Discounted Prepayment, the Borrowers release the Lenders from any and all (potential or actual) liability in respect of (a) the Warranties (as defined in the Share Purchase Agreement dated February 21, 2024 between the Borrowers (as Purchaser and US Purchaser), and the Lenders (as the Sellers) (hereinafter the “SPA”) as well as (b) the Indemnities specified in Clause 11.1 of the SPA, in each case to the extent such liabilities remain outstanding as of the date the Borrowers make the Discounted Prepayment.

The Bridge Loan bore interest at 8% per annum for the first year and thereafter increases annually by 2 percentage points upon each of the four anniversaries thereafter through its maturity on March 24, 2029. As of December 31, 2025, no principal had been paid, $85,000 cash interest had been paid, and $2,843,000 of interest expense was accrued under the Bridge Loan. The Bridge Loan contains customary events of default for a loan of this type.

A copy of the Bridge Loan Amendment is attached as an exhibit to this Current Report on Form 8-K. The above description is qualified by reference to the complete text of the Amendment.

Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures concerning the Bridge Loan Amendment contained in Item 1.01 above are incorporated into this Item 2.03 by this reference.

Item 8.01 Other Events

On January 23, 2026, the Company issued a press release to publicly announce its plans to complete a rights offering to existing holders of its Common Stock. Upon completion of the rights offering, the Company expects to receive gross proceeds of up to $15,500,000 before expenses; provided, however, that there is no guaranty of the amount of gross proceeds that the Company will receive from the offering. As of December 31, 2025, the Company had $6,600,000 in notes due to related party shareholders of the Company. Each related party note holder has indicated that it currently intends, but undertakes no obligation, to exercise all of its subscription rights distributed to it in the rights offering, as well as the over-subscription privilege, and that each related party note holders reserves the right to pay some or all of the subscription price payable upon the exercise of any of its subscription rights through cancellation of indebtedness for borrowed money owed by the Company. If these related party note holders participate in the rights offering (including by over-subscription) through the cancellation of the full amount of the indebtedness owed to them, the maximum gross cash proceeds that the Company could receive from the rights offering would be $8,900,000 (calculated as maximum gross proceeds from the rights offering of $15,500,000, less $6,600,000 of the rights offering allocated to cancellation of indebtedness). 2

The rights offering will be made through the Company’s distribution to its existing stockholders of non-transferable subscription rights to purchase their pro rata portion of newly issued shares of Common Stock. The subscription price has not yet been determined but is expected to be based on a percentage discount of the volume-weighted average price of its Common Stock over a specified number of trading days ending on the close of business on the record date. The record date for the distribution of the rights and the dates for both the subscription period and the expiration of the rights offering will be included in the final prospectus that will be filed with the SEC.

The Company intends that the first use of cash proceeds from the Rights Offering will be to repay the Bridge Loan and to use the remaining net cash proceeds, if any, for working capital and for general corporate purposes.

As further described in the press release, in connection with the rights offering, the Company intends to change its corporate name to “Bloomia Holdings, Inc.” The legal name of the Company will continue to be Lendway, Inc. until the name change process has been completed. Upon completion thereof, the Company also plans to change its trading symbol and begin trading on NASDAQ under the new symbol: TULP.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Item 8.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

<br><br><br><br>
Exhibit No.		Description
10.1		First Amendment to Bridge Loan Agreement, dated January 19, 2026, by and among Botman Bloembollen B.V., W.J. Jansen, H.J. Strengers, TULP 24.1, LLC, and Tulipa Acquisitie Holding B.V. dba Bloomia.

99.1		Press Release dated January 23, 2026.

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

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.

Dated: January 23, 2026	By	/s/ Elizabeth E. McShane
		Elizabeth E. McShane
		Chief Financial Officer

Exhibit 10.1 FIRST AMENDMENT TO BRIDGE LOAN AGREEMENT

This First Amendment to Bridge Loan Agreement (this “Amendment”) is entered into as of January 19, 2026, by and among Botman Bloembollen B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Botman”), Mr. W.J. Jansen, an individual (“Jansen”), Mr. H.J. Strengers, an individual (“Strengers” and, together with Botman and Jansen, collectively, the “Lenders”), and TULP 24.1, LLC, a Delaware limited liability company (“US Borrower”), and Tulipa Acquisitie Holding B.V. dba Bloomia, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“NL Borrower” and, together with US Borrower, collectively, the “Borrowers”).

RECITALS

The Lenders and the Borrowers are parties to that certain Bridge Loan Agreement dated February 22, 2024 with respect to certain loans made by the Lenders in the original aggregate principal amount of USD $12,750,275 (as amended, restated, supplemented, or modified from time to time, the “Agreement”). Unless otherwise defined herein, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Parties desire to (i) amend the Agreement in accordance with the terms of this Amendment and (ii) subject to the terms and conditions set forth herein, have the Borrowers provide certain releases to the Lenders in relation thereto.

NOW, THEREFORE, the Parties agree as follows:

1.The following is added as a new Section 5.8 of the Agreement:

Notwithstanding anything in this Section 5 or elsewhere in this Agreement to the contrary, subject to the Subordination Agreement, at any time prior to April 15, 2026, the Borrowers shall have the right to prepay the Loans in full at a discount in the aggregate amount of USD $7,330,000 (the “Discounted Prepayment”) without any Interest, indemnity, penalty, or premium due in respect of such Discount Prepayment, provided that (i) as a condition to and effective upon Borrowers making the Discounted Prepayment, the Borrowers release the Lenders from any and all (potential or actual) liability in respect of (a) the Warranties (as defined in the Share Purchase Agreement dated 21 February 2024 between the Borrowers (as Purchaser and US Purchaser), and the Lenders (as the Sellers) (hereinafter the “SPA”) **** as well as (b) the Indemnities specified in Clause 11.1 of the SPA, in each case to the extent such liabilities (i) remain outstanding as of the date the Borrowers make the Discounted Prepayment, or (ii) arise at any time after the date the Borrowers make the Discounted Prepayment (collectively, the “Released Claims”), and (ii) the Borrowers repay each Loan to the Lenders pro-rata for their relevant Proportion, irrespective of which Borrower has entered into each Loan. Subject to and upon the occurrence of the Discounted Prepayment, (a) the Loans (including, without limitation, any and all accrued Interest) shall be deemed paid in full and all

Exhibit 10.1 other indebtedness of the Borrowers under this Agreement shall be indefeasibly and irrevocably discharged, released, terminated, and satisfied in full, (b) all guaranties supporting this Agreement shall be indefeasibly and irrevocably discharged, released, and terminated in full with no further action on any Party’s part, (c) all pledges and any other security for this Agreement shall be indefeasibly and irrevocably discharged, released, and terminated in full with no further action on any Party’s part, (d) any and all other obligations of each of the Borrowers and Lendway, Inc., together with any of their respective subsidiaries or affiliates, under this Agreement shall be indefeasibly and irrevocably discharged, released, terminated, and satisfied in full, (e) any liability of the Lenders in respect of the Released Claims shall be indefeasibly and irrevocably released and terminated in full, with no further action on any Party’s part, and (f) this Agreement shall be terminated, canceled, and of no further force and effect (with the exception of the release by Borrowers of the Released Claims as set out hereinabove). For clarity, the release of the Released Claims shall only be effective if the Borrowers make the Discounted Prepayment, and shall not be effective if Borrowers remain obligated to pay the Loans in full pursuant to the other provisions of this Section 5 (the “Original Payment Terms”).

2.Upon payment or prepayment of the Loans, Lenders agree to promptly execute and deliver such terminations, releases, and other agreements and documents as Borrowers or Lendway, Inc. may reasonably request to evidence payment of the Loans and the release, discharge, and termination of any guaranties, pledges, and other security interests supporting the Loans or the Agreement.

3.Subject to the Borrowers paying the Discounted Prepayment (such that the release of the Released Claims becomes effective), Borrowers agree to promptly execute and deliver such releases and other agreements and documents as Lenders may reasonably request to document or evidence the release of the Released Claims. The foregoing obligations shall not apply if the Borrowers remain obligated to pay the Loans in full pursuant to the Original Payment Terms.

4.The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects.

5.This Amendment may be signed in any number of counterparts, each of which, when executed by one or more of the Parties, shall constitute an original. Delivery of an executed counterpart of a signature page of this Amendment by .pdf or other electronic transmission shall be effective as delivery of an original counterpart of this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

THE LENDERS:

BOTMAN BLOEMBOLLEN B.V.

By: /s/ Nico Botman

Name: Nico Botman

Title: Owner

/s/ W.F. Jansen  

W.F. Jansen

/s/ H.J. Strengers  

H.J. Strengers

BORROWERS:

TULP 24.1, LLC

By: /s/ Elizabeth McShane

Name: Elizabeth McShane

Title: Chief Financial Officer

TULIPA ACQUISITIE HOLDING B.V.

By: /s/ Elizabeth McShane

Name: Elizabeth McShane

Title: Chief Financial Officer

Exhibit 99.1

<br><br><br><br><br><br><br><br>
Contact:<br><br><br><br>Lendway, Inc.<br><br>Biz McShane, CFO<br><br>(763) 392-6200

FOR IMMEDIATE RELEASE

LENDWAY, INC. ANNOUNCES RIGHTS OFFERING

AND PLAN TO ADOPT NEW CORPORATE NAME

MINNEAPOLIS, MN – January 23, 2026 – Lendway, Inc. (Nasdaq: LDWY) (the “Company”) today announced its plan to conduct a strategic rights offering which is intended to significantly reduce the Company’s debt and strengthen its balance sheet. Specifically, the primary purpose of the rights offering is to allow the Company to take advantage of a negotiated option with the previous owners of the Company’s Bloomia operating business to settle their sellers’ note for a discount exceeding 50% of the current outstanding balance. Additionally, the Company intends to use a majority of the remaining proceeds from the rights offering to pay off a material amount of other outstanding debt, which is further expected to increase earnings and allow the Company to invest in future growth opportunities as they come. Assuming the successful completion of the rights offering, the Company’s overall debt would be reduced by up to 40% immediately following the rights offering, and is expected to be potentially down as much as 70% early this Summer, concluding our busy season.

Lendway’s Chairman and Co-Chief Executive Officer, Mark Jundt, commented, “We are very excited about the future of the Company and encourage our stockholders to recognize the unique opportunity in front of us. We have a very limited time opportunity to retire over $15 million in debt for $7.3 million, plus a further potential to retire another $6.6 million in other debt. These actions will have the strong potential to significantly strengthen the Company’s balance sheet, boost future earnings potential, and allow the Company to act on future market conditions that it is uniquely positioned to take advantage of. We believe this is unquestionably a major win for stockholders.” Co-Chief Executive Officer Dan Philp added, “The potential to reduce our debt by as much as $21 million as a result of a successful rights offering is incredible. In our collective opinion, this strategic rights offering will right-size the Company’s balance sheet to allow management to focus on continued growth and delivering increasing stockholder value. The immediate impact of the use of proceeds from the rights offering is such a glowing positive for the Company’s future that the Company’s largest stockholders, plus the corporate Executive team, will plan to enthusiastically participate in the offering, including in portions of oversubscription opportunities that may be available. And the reason we are doing a rights offering specifically, is because it is designed to give every single stockholder an opportunity to participate as well.”

As part of this historic opportunity, the Company will also be changing its corporate name to “Bloomia Holdings, Inc.” The legal name change will be effective in the coming weeks, at which time the Company will begin trading on NASDAQ under the new ticker symbol: TULP. “Tulp” is the Dutch word for tulip, honoring the original Dutch legacy of the Company’s operating business, Bloomia.

Intended Rights Offering Use of Proceeds

Use of proceeds (in ‘000s)	Amount	Projected Impact
Seller note settlement	$7,330	$8,000 gain and over $1,600 in annual interest savings
Related party notes settlement	$6,600	Over $600 in annual interest saved
Strategic investments	$1,370	Reduce operating cost and improve quality
Estimated Offering fees and costs	$200
TOTAL	$15,500	De-levered Bloomia, poised for growth

Exhibit 99.1

About Lendway, Inc.

Lendway, Inc. (Nasdaq: LDWY) is a specialty ag company focused on making and managing its ag investments in the U.S. and internationally. The Company is the majority owner of Bloomia, one of the largest producers of fresh-cut tulips in the United States. 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 Regarding Forward-Looking Statements

Certain 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. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of the Company to be materially different from the results or performance expressed or implied by such forward-looking statements. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “groundwork,” “intend,” “likely,” “may,” “plan,” “project,” “set ourselves up,” “will” and similar expressions identify forward-looking statements. Forward-looking statements include statements expressing the intent, belief or current expectations of the Company and members of our management team regarding, for instance: (i) our belief that our cash balance, cash generated by operations and borrowings available under our Credit Agreement, will provide adequate liquidity and capital resources for at least the next twelve months and (ii) regarding the potential for growth and other opportunities for our business. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. These statements are subject to the risks and uncertainties that could cause actual results to differ materially and adversely from the 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.

Factors that could cause our estimates and assumptions as to future performance, and our actual results, to differ materially include the following: (1) our ability to complete the rights offering and the level of participation in, and correspondence proceeds received from us from, the rights offering, (2) our ability to compete, (3) concentration of revenue among a small number of customers, (4) dependency on Dutch tulip bulbs, (5) changes in interest rates, (6) ability to comply with the requirements of our credit agreement and operate within its restrictions, (7) economic and market conditions that may restrict or delay appropriate or desirable opportunities, (8) our ability to develop and maintain necessary processes and controls relating to our businesses, (9) reliance on one or a small number of employees, (10) our ability to generate enough cash or secure enough capital to execute our business plans, (11) our ability to obtain seasonal workers, (12) other economic, international, business, market, financial, competitive and/or regulatory factors affecting the Company’s businesses generally, (13) exchange rate fluctuations, (14) tariffs, and (15) the availability of additional capital on desirable terms, if at all. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those set forth in our Transition Report on Form 10-KT for the six months ended June 30, 2025 and additional risks, 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 the Company's filings with the SEC. The Company 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.