Lendway, Inc. Files Amendment to 2023 10-K to Include Part III Information

TL;DR

<b>Lendway, Inc. is filing an amendment to its 2023 10-K to include previously omitted Part III information due to an expected delay in its proxy statement filing.</b>

AI Summary

LENDWAY, INC. (TULP) filed a Amended Annual Report (10-K/A) with the SEC on April 29, 2024. Lendway, Inc. filed an Amendment No. 1 to its Form 10-K for the fiscal year ended December 31, 2023. The amendment was filed on April 29, 2024. The primary reason for the amendment is to include information required by Items 10, 11, 12, 13, and 14 of Part III. This Part III information was initially omitted in reliance on General Instruction G(3) to Form 10-K. The company is filing the amendment because it does not expect to file a definitive proxy statement by the deadline.

Why It Matters

For investors and stakeholders tracking LENDWAY, INC., this filing contains several important signals. This filing provides crucial details on executive compensation, security ownership, and related party transactions that were not in the original 10-K. The delay in filing the proxy statement necessitates this amendment, indicating potential administrative or procedural issues that could affect future disclosures.

Risk Assessment

Risk Level: low — LENDWAY, INC. shows low risk based on this filing. The risk is low as this is a procedural amendment to include standard disclosures, not a restatement or correction of financial errors.

Analyst Insight

Investors should review the newly added Part III disclosures for insights into executive compensation, governance, and insider holdings.

Key Numbers

• 2023-12-31 — Fiscal Year End (Fiscal year ended December 31, 2023)
• 2024-04-29 — Filing Date (Date of filing for Amendment No. 1)
• 001-13471 — Commission File Number (SEC Commission File Number for Lendway, Inc.)
• 763-392-6200 — Business Phone (Registrant's telephone number)

Key Players & Entities

• LENDWAY, INC. (company) — Filer name
• INSIGNIA SYSTEMS INC/MN (company) — Former company name
• Nasdaq Stock Market LLC (company) — Exchange where common stock is registered
• 001-13471 (regulator) — SEC file number
• 41-1656308 (regulator) — IRS Employer Identification No.

FAQ

Industry Context

Lendway, Inc. operates in the services-advertising sector, as indicated by its SIC code.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring annual reports and amendments for public companies.

What Investors Should Do

1. Review the newly added Part III information regarding executive compensation, security ownership, and related party transactions.
2. Note the reason for the amendment: the expected delay in filing the definitive proxy statement.
3. Monitor future filings for the definitive proxy statement and any further updates.

Key Dates

• 2023-12-31: Fiscal Year End — The period covered by the original 10-K filing.
• 2024-04-01: Original 10-K Filing Date — Date the initial Form 10-K for FY2023 was filed.
• 2024-04-29: Amendment 1 Filing Date — Date this amendment to the 10-K was filed.

Year-Over-Year Comparison

This is an amendment to the original 10-K filing, adding Part III information that was initially omitted.

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value LDWY The Nasdaq Stock Mar
• $296,725 — pany on August 31, 2023. (f) Includes $296,725 severance and $629,200 additional payme
• $629,200 — . (f) Includes $296,725 severance and $629,200 additional payment in connection with h
• $165,000 — mpany on August 3, 2023. (h) Includes $165,000 severance and an annual car allowance.
• $2,487,573 — ent of Target Variable Compensation <($2,487,573) <($2,542,415) 0% ($2,487,574) – ($1
• $2,542,415 — ariable Compensation <($2,487,573) <($2,542,415) 0% ($2,487,574) – ($1,445,582) ($2,
• $2,487,574 — on <($2,487,573) <($2,542,415) 0% ($2,487,574) – ($1,445,582) ($2,542,416) – ($1,993
• $1,445,582 — 73) <($2,542,415) 0% ($2,487,574) – ($1,445,582) ($2,542,416) – ($1,993,999) 10% – 99
• $2,542,416 — 415) 0% ($2,487,574) – ($1,445,582) ($2,542,416) – ($1,993,999) 10% – 99.99% ($1,445,
• $1,993,999 — 87,574) – ($1,445,582) ($2,542,416) – ($1,993,999) 10% – 99.99% ($1,445,583) – $1,109,6
• $1,445,583 — 542,416) – ($1,993,999) 10% – 99.99% ($1,445,583) – $1,109,621 ($1,994,000) – $286,995
• $1,109,621 — ,993,999) 10% – 99.99% ($1,445,583) – $1,109,621 ($1,994,000) – $286,995 100% – 149.99
• $1,994,000 — % – 99.99% ($1,445,583) – $1,109,621 ($1,994,000) – $286,995 100% – 149.99% $1,109,622
• $286,995 — 1,445,583) – $1,109,621 ($1,994,000) – $286,995 100% – 149.99% $1,109,622 $286,996
• $1,109,622 — $1,994,000) – $286,995 100% – 149.99% $1,109,622 $286,996 150% Due to the August sale

Filing Documents

• ldwy_10ka.htm (10-K/A) — 194KB
• ldwy_ex311.htm (EX-31.1) — 9KB
• ldwy_ex312.htm (EX-31.2) — 9KB
• 0001654954-24-005190.txt (&nbsp;) — 416KB
• ldwy-20231231.xsd (EX-101.SCH) — 6KB
• ldwy-20231231_lab.xml (EX-101.LAB) — 21KB
• ldwy-20231231_cal.xml (EX-101.CAL) — 1KB
• ldwy-20231231_pre.xml (EX-101.PRE) — 14KB
• ldwy-20231231_def.xml (EX-101.DEF) — 2KB
• ldwy_10ka_htm.xml (XML) — 7KB

Executive Compensation

Executive Compensation 7 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 11 Item 13. Certain Relationships and Related Transactions and Director Independence 12 Item 14. Principal Accounting Fees and Services 13 PART IV. Item 15. Exhibits and Financial Statement Schedules 14

SIGNATURES

SIGNATURES 15 3 Table of Contents PART III.

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance Information about our Executive Officers As of the date of filing this Form 10-K, the following individuals were executive officers of the Company: Name Age Position Randy D. Uglem 46 President, Chief Executive Officer and Secretary Zackery A. Weber 44 Vice President of Finance Werner F. Jansen 33 Chief Executive Officer of Bloomia B.V. Randy D. Uglem has served as President and CEO since August 2023. Previously he served as Senior Vice President of Lending from March 2023 to August 2023. Mr. Uglem has over twenty years of experience in credit and lending, most recently as Ag Credit and Lending Director at Air T, Inc. from February 2019 to March 2023. Mr. Uglem spent nearly 13 years at CHS Inc., serving most recently as Credit Director from 2014 to January 2019. Early in his career, he held positions at AgCountry Farm Credit Services and Affinity Plus Credit Union, as well as being involved in his family's farming operation in North Dakota. Mr. Uglem holds a Bachelor of Science in Agricultural Economics from North Dakota State University. Zackery A. Weber has served as Vice President of Finance since January 2022. Previously he served as Senior Director of Financial Planning and Analysis from December 2020 to January 2022. He has served in the role of principal accounting officer since January 2021. He served as Director of Financial Planning and Analysis from 2015 to December 2020, and as a Senior Financial Analyst for the Company from 2013 to 2015. Before joining the Company, Mr. Weber held analyst and accounting positions at Target Corporation with increasing responsibility from 2003 to 2013. He began his career as an auditor at McGladrey & Pullen from 2002 to 2003. Mr. Weber holds a Bachelor of Arts degree in Accounting from the University of St. Thomas and an MBA in Finance & Management, from the University of St. Thomas - Opus College of Business. Werner F. Jansen has served

Executive Compensation

Item 11. Executive Compensation Compensation of Named Executive Officers Summary Compensation Table The following table sets forth information about all compensation (cash and non-cash) awarded to, earned by or paid to our Chief Executive Officer and Chief Financial Officer serving at the end of fiscal 2023 (collectively, our "Named Executive Officers") for the fiscal years ended December 31, 2023 and 2022. Name and Position Year Salary (a ) Bonus (b ) Non-Equity Incentive Plan Compensation All Other Compensation (c ) Total Randy D. Uglem (d ) 2023 $ 146,923 $ 67,500 $ 2,204 $ 216,627 President and Chief Executive Officer Zackery A. Weber 2023 $ 160,000 $ 120,500 $ 4,298 $ 284,798 Vice President of Finance 2022 $ 158,558 $ 55,000 $ 54,546 $ 3,203 $ 271,307 Kristine A. Glancy (e ) 2023 $ 216,990 $ 257,402 $ 930,875 (f) $ 1,405,267 Former President, Chief Executive Officer and Secretary 2022 $ 314,600 $ 200,000 $ 178,752 $ 4,575 $ 697,927 Adam D. May (g ) 2023 $ 134,739 $ 195,000 $ 175,830 (h) $ 505,569 Former Chief Growth Officer 2022 $ 220,000 $ 165,000 $ 147,502 $ 14,655 (g) $ 547,157 ________________ (a) Actual amounts paid, based on the number of payroll periods during the applicable fiscal year. (b) Amount shown represents retention bonus payouts approved by GCN Committee, as discussed below. (c) Amounts shown represent employer 401(k) contribution match. (d) Mr. Uglem's employment with the Company started on March 31, 2023. (e) Ms. Glancy departed all positions with the Company on August 31, 2023. (f) Includes $296,725 severance and $629,200 additional payment in connection with her departure pursuant to a change in control agreement. (g) Mr. May departed all positions with the Company on August 3, 2023. (h) Includes $165,000 severance and an annual car allowance. Fiscal 2023 Executive Compensation The principal components of compensation

View Full Filing

View this 10-K/A filing on SEC EDGAR