Business Context and Reporting Period
This Form 8-K is filed by Lendway, Inc. (legal name) on January 19, 2026, with a report date of January 23, 2026. The Company, which trades under the symbol LDWY on Nasdaq, intends to change its corporate name to Bloomia Holdings, Inc. and its trading symbol to TULP. The filing primarily addresses an amendment to a bridge loan agreement related to the acquisition of Bloomia B.V. and the announcement of a planned rights offering.
Key Financial Metrics and Obligations
- Bridge Loan Principal: Original aggregate principal amount of $12,750,275.
- Bridge Loan Interest: 8% per annum for the first year, increasing by 2 percentage points annually thereafter through maturity on March 24, 2029.
- Accrued Interest (as of Dec 31, 2025): $2,843,000.
- Cash Interest Paid (as of Dec 31, 2025): $85,000.
- Principal Repaid (as of Dec 31, 2025): $0.
- Related Party Notes (as of Dec 31, 2025): $6,600,000 owed to related party shareholders.
- Planned Rights Offering: Expected gross proceeds of up to $15,500,000 before expenses.
Material Changes and Agreements
On January 19, 2026, the Borrowers (Tulp 24.1, LLC and Tulipa Acquisitie Holding B.V.) entered into a First Amendment to the Bridge Loan Agreement. This amendment grants the Borrowers the right to prepay the Bridge Loan in full at a discounted aggregate amount of $7,330,000 at any time prior to April 15, 2026. This prepayment would be free of interest, indemnity, penalty, or premium. However, this discounted prepayment is conditional upon the Borrowers releasing the Lenders from all potential or actual liabilities regarding warranties and indemnities specified in the Share Purchase Agreement dated February 21, 2024.
Outlook, Management Commentary, and Risks
The Company announced plans to complete a rights offering to existing common stockholders, with the first use of cash proceeds intended to repay the Bridge Loan. Remaining net proceeds would be used for working capital and general corporate purposes. The subscription price has not yet been determined but is expected to be based on a discount to the volume-weighted average price of the Common Stock.
Contingencies and Risks:
- Proceeds Uncertainty: There is no guarantee regarding the amount of gross proceeds the Company will receive from the rights offering.
- Debt Cancellation Impact: Related party note holders have indicated an intent to exercise subscription rights by canceling the $6,600,000 in indebtedness owed to them. If this occurs, the maximum gross cash proceeds from the offering would be reduced to $8,900,000.
- Prepayment Condition: The ability to prepay the bridge loan at a significant discount ($7,330,000 vs. $12,750,275 principal) requires the Company to waive claims against the Lenders for warranties and indemnities.
Investor Verification Checklist
- Verify the final subscription price and record date for the rights offering once the prospectus is filed.
- Confirm whether related party note holders proceed with canceling the $6,600,000 debt in exchange for subscription rights, which would significantly reduce cash inflows.
- Assess the financial impact of releasing Lenders from warranty and indemnity liabilities if the discounted bridge loan prepayment is executed.
- Monitor the timeline for the corporate name change to Bloomia Holdings, Inc. and the trading symbol change to TULP.
- Review the full text of the First Amendment to Bridge Loan Agreement (Exhibit 10.1) for specific terms regarding the release of liabilities.