Lendway, Inc. 8-K Filing

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Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share LDWY The Nasdaq Stock Mar

Filing Documents

• ldwy-20251119x8k.htm (8-K) — 75KB
• ldwy-20251119xex3d1.htm (EX-3.1) — 9KB
• 0001104659-25-114494.txt ( ) — 209KB
• ldwy-20251119.xsd (EX-101.SCH) — 3KB
• ldwy-20251119_def.xml (EX-101.DEF) — 3KB
• ldwy-20251119_lab.xml (EX-101.LAB) — 17KB
• ldwy-20251119_pre.xml (EX-101.PRE) — 12KB
• ldwy-20251119x8k_htm.xml (XML) — 5KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 19, 2025, Lendway, Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") of Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company's common stock, par value $0.01 per share, from 5,714,285 shares to 10,000,000 shares (the "Authorized Share Increase"), which became effective immediately upon filing. The Company's Board of Directors adopted resolutions approving the Authorized Share Increase on September 26, 2025, subject to stockholder approval. The Company's stockholders approved the Authorized Share Increase at the 2025 Annual Meeting of Stockholders as described in Item 5.07 below. All other provisions of the certificate of incorporation remain unchanged. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The 2025 Annual Meeting of Stockholders of the Company was held on November 19, 2025 and the stockholders voted on the following proposals, each as described in detail in the definitive proxy statement relating to the meeting, filed with the Securities and Exchange Commission on October 6, 2025. 1. Election of six directors. Nominee For Withheld Broker Non-Votes Mary H. Herfurth 671,922 6,303 725,057 Chad B. Johnson 662,257 15,968 725,057 Mark R. Jundt 674,513 3,712 725,057 Matthew R. Kelly 674,455 3,770 725,057 Daniel C. Philp 674,711 3,514 725,057 Nicholas J. Swenson 555,963 122,262 725,057 Based on the voting results, all six nominees were elected to serve as a director of the Company for a term of one year, or until their respective successor is elected. 2. The proposal to approve, by a non-binding vote, the Company's executive compensation received advisory approval based on the following votes: For Against Abstain Broker Non-Votes 670,439 7,726 60 725,057 3. The proposal to ratify the appointment of Boulay PLLP as the independent registered public accounting firm for the year ending June 30, 2026 was approved based on the following votes: For Against Abstain 1,398,911 4,320 51 4. The proposal to amend the certificate of incorporation to increase the number of authorized shares of common stock to 10,000,000 shares was approved based on the following votes: For Against Abstain 1,174,551 223,490 5,241 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment of Certificate of Incorporation of Lendway, Inc. effective November 19, 2025 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document) 3

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: November 20, 2025 By /s/ Elizabeth E. McShane Elizabeth E. McShane Chief Financial Officer 4

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