[8-K] LENDWAY, INC. Reports Material Event

Rhea-AI Filing Summary

Lendway, Inc. reported that it amended its certificate of incorporation to increase the number of authorized shares of common stock from 5,714,285 to 10,000,000. The certificate of amendment was filed with the Delaware Secretary of State and became effective on November 19, 2025, after the Board had approved the change on September 26, 2025, subject to stockholder approval.

Stockholders approved this authorized share increase at the 2025 Annual Meeting of Stockholders held on November 19, 2025. At the same meeting, all six director nominees were elected to one-year terms based on the reported voting results.

Insights

Equity & Corporate Governance Analyst

Lendway increases authorized shares to 10M; governance status quo.

Lendway, Inc. amended its certificate of incorporation to raise authorized common stock from 5,714,285 to 10,000,000 shares, effective November 19, 2025. This change does not itself issue new shares; it expands the maximum number the company is legally allowed to issue in the future.

The Board approved the increase on September 26, 2025, subject to stockholder approval, and stockholders approved it at the 2025 Annual Meeting. All six director nominees were elected, indicating continuity in board composition based on the votes reported.

From an equity-structure perspective, more authorized shares provide flexibility for potential future financings, equity compensation, or transactions. Any actual impact on existing holders would depend on if and how new shares are later issued, which is not addressed in this disclosure.

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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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November 19, 2025

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 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 November 19, 2025, Lendway, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) of Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock, par value $0.01 per share, from 5,714,285 shares to 10,000,000 shares (the “Authorized Share Increase”), which became effective immediately upon filing. The Company’s Board of Directors adopted resolutions approving the Authorized Share Increase on September 26, 2025, subject to stockholder approval. The Company’s stockholders approved the Authorized Share Increase at the 2025 Annual Meeting of Stockholders as described in Item 5.07 below. All other provisions of the certificate of incorporation remain unchanged.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2025 Annual Meeting of Stockholders of the Company was held on November 19, 2025 and the stockholders voted on the following proposals, each as described in detail in the definitive proxy statement relating to the meeting, filed with the Securities and Exchange Commission on October 6, 2025.

1. Election of six directors.

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Nominee		For	​	Withheld	​	Broker Non-Votes
Mary H. Herfurth	​	671,922	​	6,303	​	725,057
Chad B. Johnson	​	662,257	​	15,968	​	725,057
Mark R. Jundt	​	674,513	​	3,712	​	725,057
Matthew R. Kelly	​	674,455	​	3,770	​	725,057
Daniel C. Philp	​	674,711	​	3,514	​	725,057
Nicholas J. Swenson	​	555,963	​	122,262	​	725,057

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Based on the voting results, all six nominees were elected to serve as a director of the Company for a term of one year, or until their respective successor is elected.

2. The proposal to approve, by a non-binding vote, the Company’s executive compensation received advisory approval based on the following votes:

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For		Against	​	Abstain	​	Broker Non-Votes
670,439	​	7,726	​	60	​	725,057

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3. The proposal to ratify the appointment of Boulay PLLP as the independent registered public accounting firm for the year ending June 30, 2026 was approved based on the following votes:

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For		Against	​	Abstain
1,398,911	​	4,320	​	51

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4. The proposal to amend the certificate of incorporation to increase the number of authorized shares of common stock to 10,000,000 shares was approved based on the following votes:

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For		Against	​	Abstain
1,174,551	​	223,490	​	5,241

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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 of Certificate of Incorporation of Lendway, Inc. effective November 19, 2025			​
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: November 20, 2025	By	/s/ Elizabeth E. McShane
​	​	Elizabeth E. McShane
​	​	Chief Financial Officer

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FAQ

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

Lendway, Inc. announced that it filed a Certificate of Amendment to its certificate of incorporation to increase the number of authorized shares of its common stock. This amendment became effective when filed with the Delaware Secretary of State on November 19, 2025.

How many authorized common shares does Lendway (LDWY) have after the amendment?

After the amendment, Lendway is authorized to issue up to 10,000,000 shares of common stock, compared with 5,714,285 shares previously authorized.

When and how was the Lendway (LDWY) authorized share increase approved?

The Board of Directors approved the authorized share increase on September 26, 2025, subject to stockholder approval. Stockholders then approved the increase at the 2025 Annual Meeting of Stockholders held on November 19, 2025.

Did Lendway, Inc. issue new shares in connection with this increase in authorized stock?

The disclosure states that Lendway increased the authorized number of common shares to 10,000,000. It describes a change in the company’s charter, not an issuance of new shares.

What happened in the Lendway (LDWY) 2025 Annual Meeting director elections?

Stockholders elected six nominees—Mary H. Herfurth, Chad B. Johnson, Mark R. Jundt, Matthew R. Kelly, Daniel C. Philp, and Nicholas J. Swenson—to serve as directors for one-year terms, or until their respective successors are elected.

Where can investors find the full text of Lendway’s charter amendment?

The full text of the charter amendment is filed as Exhibit 3.1, titled “Certificate of Amendment of Certificate of Incorporation of Lendway, Inc. effective November 19, 2025,” and is incorporated by reference.