Lendway Inc. filed SEC Form 8-K: Financial Statements and Exhibits (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On February 22, 2024, Lendway, Inc. (the “Company”) acquired Bloomia B.V. (“Bloomia”), pursuant to an Agreement for the Sale and Purchase of Shares (the “Purchase Agreement”) by and among the Company’s subsidiary, Tulp 24.1, LLC (the “U.S. Subsidiary”) and its subsidiary, Tulipa Acquisitie Holding B.V. (together with the U.S. Subsidiary, the “Purchasers”), Botman Bloembollen B.V., W.F. Jansen (“Jansen”), and H.J. Strengers. The Company now holds an 81.4% ownership interest in the U.S. Subsidiary.

This Amendment No. 1 on Form 8-K/A is being filed by the Company to amend the current report on Form 8-K originally filed with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2024 (the “Original Report”), solely to provide the disclosure required by Item 9.01 of Form 8-K that were omitted from the Original Report, including the required financial statements of Bloomia and the required pro forma financial information. Except as provided herein, the disclosure made in the Original Report remain unchanged.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The consolidated financial statements of Bloomia B.V. required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.2 hereto and incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined balance sheet as of December 31, 2023 and the unaudited proforma condensed combined statement of operations Lendway, Inc. and Bloomia for the fiscal year ended December 31, 2023, are attached as Exhibit 99.3 hereto and incorporated herein by reference.

(d) Exhibits.

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

† Filed with Original Report.

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.