LENDWAY, INC. 8-K

What Happened

• Lendway, Inc. (LDWY) filed an 8-K reporting a First Amendment to the Bridge Loan Agreement (effective January 19, 2026) tied to its 2024 acquisition of Bloomia. The amendment gives the borrowers the right to prepay the Bridge Loan in full at a discounted aggregate amount of USD $7,330,000 if prepaid before April 15, 2026, and conditions that prepayment on releasing the lenders from certain warranties and indemnities under the related Share Purchase Agreement.
• The company also announced a rights offering in a January 23, 2026 press release. The offering is expected to raise up to $15,500,000 gross (not guaranteed). Lendway intends to use proceeds first to repay the Bridge Loan, then for working capital and general corporate purposes, and plans to change its corporate name to “Bloomia Holdings, Inc.” and seek a NASDAQ ticker change to TULP upon completion.

Key Details

• Original Bridge Loan principal: $12,750,275 (loan closed Feb 22, 2024); Lendway provided an unsecured guaranty of borrower obligations.
• Discounted prepayment option: $7,330,000 in aggregate if prepaid in full before April 15, 2026; triggers release of lenders from certain SPA warranties and indemnities.
• Interest and balance as of Dec 31, 2025: no principal repaid; $85,000 cash interest paid; $2,843,000 of interest expense accrued. Loan interest rate: 8% p.a. first year, increasing by 2 percentage points on each anniversary thereafter; maturity March 24, 2029.
• Rights offering size and related-party notes: up to $15,500,000 gross proceeds expected; related-party note holders hold $6,600,000 of notes and may use cancellation of indebtedness to pay subscription amounts, which could reduce maximum cash proceeds to $8,900,000.

Why It Matters

• The bridge loan amendment and the planned rights offering are tied: management intends to prioritize repaying the Bridge Loan with rights-offering proceeds, which could materially affect the company’s near-term debt position and contingent exposures (including releases of seller warranties/indemnities if the discounted prepayment is used).
• The rights offering and potential use of related-party note cancellation will determine how much new cash the company actually receives. Investors should note the amounts, timing (record/subscription dates TBD in the prospectus), and that proceeds are not guaranteed. The announced name and ticker change signal Lendway’s integration of Bloomia, but the legal name remains Lendway until the change is complete.