Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Bridge Loan Agreement
As previously disclosed in a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 26, 2024, in connection with Lendway, Inc.’s (the “Company”) acquisition of Bloomia B.V. through its majority owned subsidiary, Tulp 24.1, LLC (the “U.S. Subsidiary”) and Tulipa Acquisitie Holding B.V. dba Bloomia (the “Dutch Subsidiary”, together with the U.S. Subsidiary, the “Borrowers”), the Borrowers, as part of the closing consideration, entered into that certain Bridge Loan Agreement dated February 22, 2024, by and among the Borrowers, Botman Bloembollen B.V. (“Botman”), Mr. W.J. Jansen, an individual (“Jansen”), Mr. H.J. Strengers, an individual (“Strengers” and, together with Botman and Jansen, collectively, the “Lenders”), pursuant to which the Lenders made loans to the Borrowers in the original aggregate principal amount of USD $12,750,275 (the “Bridge Loan”). The Company has provided an unsecured guaranty of the obligations of the Borrowers under the Bridge Loan.
On January 19, 2026, the Borrowers entered into that certain First Amendment to Bridge Loan Agreement (“Bridge Loan Amendment”) pursuant to which, among other things, the Borrowers will have the right to prepay the Bridge Loan in full at a discount in the aggregate amount of USD $7,330,000 at any time prior to April 15, 2026 (the “Discounted Prepayment”) without any interest, indemnity, penalty, or premium due in respect of such Discount Prepayment, provided that as a condition to and effective upon the Borrowers making the Discounted Prepayment, the Borrowers release the Lenders from any and all (potential or actual) liability in respect of (a) the Warranties (as defined in the Share Purchase Agreement dated February 21, 2024 between the Borrowers (as Purchaser and US Purchaser), and the Lenders (as the Sellers) (hereinafter the “SPA”) as well as (b) the Indemnities specified in Clause 11.1 of the SPA, in each case to the extent such liabilities remain outstanding as of the date the Borrowers make the Discounted Prepayment.
The Bridge Loan bore interest at 8% per annum for the first year and thereafter increases annually by 2 percentage points upon each of the four anniversaries thereafter through its maturity on March 24, 2029. As of December 31, 2025, no principal had been paid, $85,000 cash interest had been paid, and $2,843,000 of interest expense was accrued under the Bridge Loan. The Bridge Loan contains customary events of default for a loan of this type.
A copy of the Bridge Loan Amendment is attached as an exhibit to this Current Report on Form 8-K. The above description is qualified by reference to the complete text of the Amendment.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures concerning the Bridge Loan Amendment contained in Item 1.01 above are incorporated into this Item 2.03 by this reference.
Item 8.01 Other Events
On January 23, 2026, the Company issued a press release to publicly announce its plans to complete a rights offering to existing holders of its Common Stock. Upon completion of the rights offering, the Company expects to receive gross proceeds of up to $15,500,000 before expenses; provided, however, that there is no guaranty of the amount of gross proceeds that the Company will receive from the offering. As of December 31, 2025, the Company had $6,600,000 in notes due to related party shareholders of the Company. Each related party note holder has indicated that it currently intends, but undertakes no obligation, to exercise all of its subscription rights distributed to it in the rights offering, as well as the over-subscription privilege, and that each related party note holders reserves the right to pay some or all of the subscription price payable upon the exercise of any of its subscription rights through cancellation of indebtedness for borrowed money owed by the Company. If these related party note holders participate in the rights offering (including by over-subscription) through the cancellation of the full amount of the indebtedness owed to them, the maximum gross cash proceeds that the Company could receive from the rights offering would be $8,900,000 (calculated as maximum gross proceeds from the rights offering of $15,500,000, less $6,600,000 of the rights offering allocated to cancellation of indebtedness).
