Lendway, Inc. Files 8-K on Material Agreement & Financial Obligation

TL;DR

LENDWAY just dropped an 8-K: Material agreement + financial obligation. Big moves happening.

AI Summary

Lendway, Inc. filed an 8-K on September 18, 2025, reporting a material definitive agreement and the creation of a direct financial obligation. The filing details events that occurred on September 15, 2025, and includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates Lendway, Inc. has entered into a significant agreement and incurred a financial obligation, which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement and a direct financial obligation, which inherently carries some level of risk due to the nature of financial commitments.

Key Players & Entities

• LENDWAY, INC. (company) — Registrant
• September 15, 2025 (date) — Date of Earliest Event Reported
• September 18, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 41-1656308 (identifier) — I.R.S. Employer Identification No.
• 5000 West 36th Street, Suite 220, Minneapolis, MN 55416 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share LDWY The Nasdaq Stock Mar
• $6,000,000 — capacity was temporarily increased from $6,000,000 to $10,000,000 and the definition of el
• $10,000,000 — emporarily increased from $6,000,000 to $10,000,000 and the definition of eligible inventor
• $6.1 million — e Company had an outstanding balance of $6.1 million under the revolving facility. The fore
• $4.0 m — greed to lend to the Company a total of $4.0 million, in the amounts of $1,100,156, $1
• $1,100,156 — otal of $4.0 million, in the amounts of $1,100,156, $1,699,844, and $1,200,000, respective
• $1,699,844 — million, in the amounts of $1,100,156, $1,699,844, and $1,200,000, respectively. Proceeds
• $1,200,000 — amounts of $1,100,156, $1,699,844, and $1,200,000, respectively. Proceeds from the notes
• $4 million — 2 Company's expected contribution of $4 million to Tulp 24.1, LLC has also been exclude

Filing Documents

• ldwy-20250915x8k.htm (8-K) — 52KB
• ldwy-20250915xex10d1.htm (EX-10.1) — 72KB
• ldwy-20250915xex10d2.htm (EX-10.2) — 38KB
• ldwy-20250915xex10d3.htm (EX-10.3) — 452KB
• 0001104659-25-091215.txt ( ) — 832KB
• ldwy-20250915.xsd (EX-101.SCH) — 4KB
• ldwy-20250915_def.xml (EX-101.DEF) — 3KB
• ldwy-20250915_lab.xml (EX-101.LAB) — 17KB
• ldwy-20250915_pre.xml (EX-101.PRE) — 11KB
• ldwy-20250915x8k_htm.xml (XML) — 5KB

01. Entry into Material Definitive Agreement

Item 1.01. Entry into Material Definitive Agreement. Credit Facility Amendment On September 15, 2025, Lendway, Inc. (the "Company"), as parent guarantor, entered into a Second Amendment to the existing Credit Agreement dated February 20, 2024 and previously amended on October 16, 2024, together with its direct and indirect subsidiaries Tulp 24.1, LLC, as borrower, and each of Tulipa Acquisitie Holding B.V., Bloomia B.V., and Fresh Tulips USA, LLC, as guarantors, with Associated Bank, N.A., as agent for itself and the other lenders from time-to-time party thereto (the "Agent"). Under the Credit Agreement, as amended (the "Credit Agreement"), among other things, the revolving facility capacity was temporarily increased from $6,000,000 to $10,000,000 and the definition of eligible inventory will continue to include inventory in the Netherlands, in each case until April 30, 2026. Additionally, the senior cash flow leverage ratio covenant levels were further revised. Commencing September 30, 2025, the interest rate for all loans under the facility will be based on a term SOFR rate for an interest period selected by the Company plus an applicable margin, with a range from 3.00% to 4.00% based on the Company's cash flow leverage ratio. As of September 18, 2025, the Company had an outstanding balance of $6.1 million under the revolving facility. The foregoing description of the material terms of the revised Credit Agreement is qualified by the text of the Second Amendment to the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report, and incorporated by reference into this Item 1.01. Promissory Notes On September 15, 2025, the Company entered into unsecured Promissory Notes (collectively, the "Notes") with Air T, Inc. ("Air T"), AO Partners I, L.P. ("AO Partners Fund"), and Gary S. Kohler ("Kohler," and, together with Air T and AO Partners Fund, the "Note Lenders"), pursuant to which the Lenders have agreed to lend to the Company a total of $4.0 mil

03

Item 2.03. Creation of A Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in Item 1.01 relating to the Credit Agreement and the Notes is incorporated into this Item 2.03 by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Second Amendment to Credit Agreement, dated September 15, 2025, by and among the Company, TULP 24.1, LLC, Tulipa Acquisite Holding B.V., Bloomia B.V., Fresh Tulips USA, LLC, and Associated Bank. N.A., a national banking association 10.2 Form of Promissory Notes dated September 15, 2025 10.3 Second Amended and Restated Limited Liability Company Agreement, dated September 15, 2025, by and among the Company, Tulp 24.1, LLC, and Werner F. Jansen 104 Cover Page Interactive Data File Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

SIGNATURES

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: September 18, 2025 By /s/ Elizabeth E. McShane Elizabeth E. McShane Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR