SEC Form SC 13D/A filed by Insignia Systems Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Lendway, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

45765Y204

(CUSIP Number)

DAVID E. LAZAR

Villa 1, 14-43rd Street

Jumeirah 2

Dubai, United Arab Emirates

(646) 768-8417

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 24, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 3 to the Schedule 13D (“Amendment No. 3”) filed by the undersigned. This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

This statement relates to the Common Stock, $0.01 par value (the “Shares”), of Lendway, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 5000 W. 36^th Street, Suite 220, Minneapolis, Minnesota 55416. On August 4, 2023, the Issuer changed its name from Insignia Systems, Inc. to Lendway, Inc. As of the filing of this Amendment No. 3, any reference to the Issuer shall be to Lendway, Inc.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 1,797,659 Shares outstanding, which is the total number of Shares outstanding as of August 8, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023.

Percentage: 0%

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 29, 2023

SCHEDULE A

Transaction in the Shares During the Past Sixty Days