Lendway (NASDAQ: LDWY) to trade as Bloomia Holdings under TULP

Rhea-AI Filing Summary

Lendway, Inc. has changed its corporate name to Bloomia Holdings, Inc. by filing a Certificate of Amendment with the Delaware Secretary of State, effective January 28, 2026. The board approved the name change under Delaware law without requiring a stockholder vote, and the change does not affect stockholder rights.

In connection with this step, the company updated its bylaws solely to reflect the new name. Effective February 2, 2026, the company’s common stock will stop trading on the Nasdaq Capital Market under the name Lendway, Inc. and ticker symbol “LDWY” and will begin trading under the name Bloomia Holdings, Inc. and new ticker symbol “TULP”. The CUSIP for the common stock will remain the same.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

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January 28, 2026

Date of Report (Date of Earliest Event Reported)

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Lendway, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	​ ​ ​	001-13471	​ ​ ​	41-1656308
(State or other jurisdiction of Incorporation)	​	(Commission File Number)	​	(I.R.S. Employer Identification No.)

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5000 West 36th Street, Suite 220,	​ ​ ​
Minneapolis, Minnesota	​	55416
(Address of Principal Executive Offices)	​	(Zip Code)

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(763) 392-6200

(Registrant’s Telephone Number, Including Area Code)

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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):

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☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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Title of each class	​ ​	Trading Symbol	​ ​	Name of each exchange on which registered
Common Stock, par value $0.01 per share	​	LDWY	​	The Nasdaq Stock Market LLC

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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):

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☐   Emerging growth company

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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.   ☐

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 28, 2026, Lendway, Inc., a Delaware corporation (the “Company”), changed its name to Bloomia Holdings, Inc. by filing an amendment to its Certificate of Incorporation (the “Name Change Amendment”) with the Secretary of State of the State of Delaware (the “Name Change”). The Name Change and the Name Change Amendment became effective on January 28, 2026.

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The Board of Directors of the Company (the “Board”) approved the Name Change and the Name Change Amendment pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). Pursuant to Section 242 of the DGCL, Company stockholder approval was not required to complete the Name Change or to approve or effect the Name Change Amendment. The Name Change does not affect the rights of the Company’s stockholders. In connection with the Name Change, the Company updated its Bylaws to reflect the Name Change (the “Updated Bylaws”). The Updated Bylaws effect no other changes to the Company’s Bylaws.

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As a result of the Name Change, effective February 2, 2026, the Company’s common stock, par value $0.01 per share, will cease trading on the Nasdaq Capital Market under the name Lendway, Inc. and under the ticker symbol “LDWY” and will begin trading on the Nasdaq Capital Market under the name Bloomia Holdings, Inc. and under new ticker symbol “TULP”. The CUSIP of the Common Stock will not change in connection with the Name Change or the ticker symbol change.

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Copies of the Name Change Amendment and the Updated Bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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Item 8.01 Other Events.

On January 30, 2026, the Company issued a press release to publicly announce the Name Change. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Item 8.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit No.	​ ​ ​	Description			​ ​ ​
3.1	​	Certificate of Amendment to the Certificate of Incorporation.			​
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3.2	​	Bylaws.			​
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99.1	​	Press Release dated January 30, 2026.			​
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104	​	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document)			​

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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.
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Dated: January 30, 2026	By	/s/ Elizabeth E. McShane
​	​	Elizabeth E. McShane
​	​	Chief Financial Officer

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FAQ

What corporate change did Lendway (LDWY) announce in this 8-K?

Lendway, Inc. changed its name to Bloomia Holdings, Inc. The change became effective January 28, 2026, through a Certificate of Amendment filed in Delaware, and is a legal rebranding rather than an operational transaction.

When will Lendway (LDWY) start trading under the new ticker TULP?

The company’s common stock will begin trading under ticker “TULP” on February 2, 2026. On that date, it will also trade under the new corporate name Bloomia Holdings, Inc. on the Nasdaq Capital Market.

Does the Lendway to Bloomia Holdings name change affect stockholder rights?

No, the name change does not affect stockholder rights. The filing states that changing the corporate name and related charter amendment leave existing rights of the company’s stockholders unchanged in all respects.

Was stockholder approval required for Lendway’s name change to Bloomia Holdings?

Stockholder approval was not required for the name change. The board approved the amendment under Section 242 of the Delaware General Corporation Law, which permits certain charter changes without a stockholder vote.

Will the CUSIP for Lendway/Bloomia Holdings common stock change?

The CUSIP number for the company’s common stock will remain the same. Only the corporate name and Nasdaq ticker symbol will change, simplifying the transition for existing stockholders and market participants.

What corporate documents did Lendway amend in connection with the name change?

The company amended its Certificate of Incorporation and updated its Bylaws. The bylaw changes are limited to reflecting the new Bloomia Holdings, Inc. name, with no other modifications described.

Did Lendway issue a press release about becoming Bloomia Holdings, Inc.?

Yes, the company issued a press release on January 30, 2026. That press release announcing the name change is furnished as Exhibit 99.1 and is explicitly not deemed filed for Exchange Act liability purposes.