Lendway Seeks Share Increase, Board Re-election Ahead of Nov. 19 Meeting

TL;DR

**TULP is gearing up for a major share authorization increase, signaling potential dilution or growth, so watch for how they plan to use that new equity.**

AI Summary

Lendway, Inc. (TULP) is preparing for its Annual Meeting of Stockholders on November 19, 2025, where key proposals include the election of six directors, a non-binding 'Say on Pay' vote for executive compensation, and the ratification of Boulay PLLP as the independent auditor for fiscal year ending June 30, 2026. A significant strategic proposal is to amend the certificate of incorporation to increase the number of authorized shares of common stock to 10,000,000 shares from the current 1,769,599 shares outstanding as of September 24, 2025. The Board of Directors, which held one meeting during the Transition Period Ended 2025, recommends a 'FOR' vote on all proposals. The company has transitioned to a fiscal year ending June 30, necessitating a Transition Report on Form 10-KT. The Audit Committee, chaired by Mary Herfurth, held two meetings during the Transition Period Ended 2025 and is responsible for overseeing financial reporting and related-party transactions.

Why It Matters

The proposal to increase authorized common stock to 10,000,000 shares is a critical move for Lendway, Inc., potentially signaling future capital raises, strategic acquisitions, or equity-based compensation plans, which could dilute existing shareholder value if not managed carefully. For investors, understanding the rationale behind this increase is paramount, as it directly impacts per-share metrics and ownership percentages. Employees and customers may see this as a sign of growth potential, while the broader market will watch how TULP leverages this expanded share pool in a competitive financial services landscape, especially given its recent fiscal year transition.

Risk Assessment

Risk Level: medium — The proposal to increase authorized common stock to 10,000,000 shares from 1,769,599 outstanding shares presents a medium risk. While it provides flexibility for future growth or capital needs, it also carries the risk of significant shareholder dilution if new shares are issued without a corresponding increase in company value or earnings per share. The filing does not specify the immediate use of these additional shares, creating uncertainty.

Analyst Insight

Investors should vote 'FOR' the election of directors and auditor ratification, but critically evaluate the proposal to increase authorized common stock. Demand clarity from Lendway, Inc. on the specific strategic rationale and potential uses for the additional 8,230,401 shares to understand the potential impact on their investment.

Key Numbers

• 10,000,000 shares — Proposed authorized common stock (Increase from current authorization, requiring stockholder approval)
• 1,769,599 shares — Common stock outstanding (As of record date September 24, 2025, entitled to vote)
• November 19, 2025 — Annual Meeting Date (Date for stockholders to vote on proposals)
• September 24, 2025 — Record Date (Date for determining stockholders eligible to vote)
• 6 — Number of directors (Proposed number of directors to be elected at the Annual Meeting)
• 1 — Board meetings held (During the Transition Period Ended 2025 (January 1, 2025 - June 30, 2025))
• 2 — Audit Committee meetings held (During the Transition Period Ended 2025)
• 75% — Director attendance rate (Each director attended more than 75% of all Board and committee meetings)
• $.01 — Par value per share (Par value of Lendway, Inc. common stock)
• 1-800-579-1639 — Phone number (To request paper or email copy of proxy materials)

Key Players & Entities

• LENDWAY, INC. (company) — Registrant and company holding the Annual Meeting
• TULP (company) — Ticker symbol for Lendway, Inc.
• Boulay PLLP (company) — Independent registered public accounting firm for fiscal year ending June 30, 2026
• Mark R. Jundt (person) — Co-Chief Executive Officer of Lendway, Inc.
• Daniel C. Philp (person) — Co-Chief Executive Officer of Lendway, Inc.
• Mary Herfurth (person) — Chair of the Audit Committee and 'audit committee financial expert'
• Chad Johnson (person) — Independent director and member of Audit and GCN Committees
• Matthew Kelly (person) — Independent director and member of Audit and GCN Committees
• Nicholas Swenson (person) — Chair of the Governance, Compensation and Nominating Committee and independent director
• SEC (regulator) — U.S. Securities and Exchange Commission

FAQ

Industry Context

Lendway, Inc. operates within the financial services sector, likely focusing on lending or related financial products. This sector is characterized by significant regulatory oversight, sensitivity to interest rate changes, and competition from both traditional financial institutions and emerging fintech companies. Trends include increasing digitalization of services, evolving credit risk assessment models, and a focus on customer experience.

Regulatory Implications

As a financial services company, Lendway, Inc. is subject to stringent regulations from bodies like the SEC and potentially state and federal banking authorities. Changes in lending laws, consumer protection regulations, and data privacy requirements can significantly impact operations and compliance costs. The proposed increase in authorized shares may also have implications for future capital raising activities and shareholder dilution, which are closely monitored by regulators.

What Investors Should Do

1. Review the proposed amendment to increase authorized common stock.
2. Evaluate the 'Say on Pay' proposal.
3. Confirm the ratification of the independent auditor.
4. Review director nominees.

Key Dates

• 2025-11-19: Annual Meeting of Stockholders — Stockholders will vote on director elections, executive compensation (Say on Pay), auditor ratification, and an amendment to increase authorized common stock.
• 2025-09-24: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-10-06: Mailing of Notice Regarding the Availability of Proxy Materials — Informs stockholders how to access proxy materials and vote.
• 2025-06-30: End of Transition Period — Marks the end of the fiscal period for which the Transition Report on Form 10-KT is filed.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies, providing shareholders with information about matters to be voted on at an annual or special meeting. (This document contains the information being analyzed, detailing proposals for the Annual Meeting and related corporate governance matters.)

Certificate of Incorporation

The foundational document of a corporation, filed with the state, that outlines its basic structure, purpose, and powers. (An amendment to this document is proposed to increase the number of authorized common shares, requiring stockholder approval.)

Say on Pay Proposal

A non-binding shareholder vote on the compensation of the company's named executive officers. (Stockholders will have an advisory vote on executive compensation, a common governance practice.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent examination of its financial statements. (The ratification of Boulay PLLP as the independent auditor is a key proposal at the Annual Meeting.)

Transition Report on Form 10-KT

A report filed with the SEC when a company changes its fiscal year-end, covering the period between the old and new fiscal year-ends. (Lendway, Inc. is filing this type of report due to its recent transition to a fiscal year ending June 30.)

Common Stock

A class of stock that represents ownership in a corporation and entitles the owner to vote on corporate matters and receive dividends if declared. (The company is seeking to increase the number of authorized shares of common stock.)

Proxy

A document or instruction authorizing another person to act on behalf of a shareholder, typically to vote their shares at a meeting. (The company is soliciting proxies to be voted at the Annual Meeting.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year is not available in this DEF 14A filing. This document focuses on the upcoming Annual Meeting, proposals, and corporate governance for the transition period ending June 30, 2025. A comparative analysis would typically be found in the company's annual report (Form 10-K) for the preceding fiscal year.

Filing Documents

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• ldwy-20251119xdef14a_bg002.jpg (GRAPHIC) — 96KB
• 0001104659-25-097035.txt ( ) — 2237KB
• ldwy-20251119.xsd (EX-101.SCH) — 4KB
• ldwy-20251119_def.xml (EX-101.DEF) — 4KB
• ldwy-20251119_lab.xml (EX-101.LAB) — 8KB
• ldwy-20251119_pre.xml (EX-101.PRE) — 6KB
• ldwy-20251119xdef14a_htm.xml (XML) — 231KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 22 DELINQUENT SECTION 16(a) REPORTS 23 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 23 OTHER MATTERS 24 SUBMISSION OF STOCKHOLDER PROPOSALS AND NOMINATIONS 25 HOUSEHOLDING 25 ADDITIONAL INFORMATION 26 Annual Meeting of Stockholders November 19, 2025 _______________________________________ PROXY STATEMENT ___________________________________________________ GENERAL INFORMATION This proxy statement is furnished to the stockholders of Lendway, Inc. (the "Company") in connection with the solicitation of proxies by the Board of Directors (the "Board") to be voted at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on November 19, 2025 at 9:00 a.m., Central Time, at 5000 West 36 th Street, Minneapolis, Minnesota, and at any adjournment of the meeting. The mailing address of our principal executive office is 5000 West 36 th Street, Suite 220, Minneapolis, Minnesota 55416. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"), we are furnishing our proxy materials on the Internet. "Proxy materials" means this proxy statement, our Annual Report and any amendments or updates to these documents. As previously disclosed, we recently transitioned to a fiscal year ending June 30 of each calendar year. As a result, this year's Annual Report is in the form of a Transition Report on Form 10-KT. A Notice Regarding the Availability of Proxy Materials ("Notice of Internet Availability") will be mailed to stockholders on or about October 6, 2025. The Notice of Internet Availability contains instructions on how to access our Proxy Statement and Annual Report and how to vote via the Internet, by telephone or by mail. What is the purpose of the Annual Meeting and what are the Board's recommendations? At our Annual Meeting, stockholders will vote on the following items of business: Item of Business Board Recomm

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View this DEF 14A filing on SEC EDGAR