Item 1.01. Entry into Material Definitive Agreement.
Credit Facility Amendment
On September 15, 2025, Lendway, Inc. (the “Company”), as parent guarantor, entered into a Second Amendment to the existing Credit Agreement dated February 20, 2024 and previously amended on October 16, 2024, together with its direct and indirect subsidiaries Tulp 24.1, LLC, as borrower, and each of Tulipa Acquisitie Holding B.V., Bloomia B.V., and Fresh Tulips USA, LLC, as guarantors, with Associated Bank, N.A., as agent for itself and the other lenders from time-to-time party thereto (the “Agent”). Under the Credit Agreement, as amended (the “Credit Agreement”), among other things, the revolving facility capacity was temporarily increased from $6,000,000 to $10,000,000 and the definition of eligible inventory will continue to include inventory in the Netherlands, in each case until April 30, 2026. Additionally, the senior cash flow leverage ratio covenant levels were further revised. Commencing September 30, 2025, the interest rate for all loans under the facility will be based on a term SOFR rate for an interest period selected by the Company plus an applicable margin, with a range from 3.00% to 4.00% based on the Company’s cash flow leverage ratio. As of September 18, 2025, the Company had an outstanding balance of $6.1 million under the revolving facility.
The foregoing description of the material terms of the revised Credit Agreement is qualified by the text of the Second Amendment to the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report, and incorporated by reference into this Item 1.01.
Promissory Notes
On September 15, 2025, the Company entered into unsecured Promissory Notes (collectively, the “Notes”) with Air T, Inc. (“Air T”), AO Partners I, L.P. (“AO Partners Fund”), and Gary S. Kohler (“Kohler,” and, together with Air T and AO Partners Fund, the “Note Lenders”), pursuant to which the Lenders have agreed to lend to the Company a total of $4.0 million, in the amounts of $1,100,156, $1,699,844, and $1,200,000, respectively. Proceeds from the notes are expected to be used to fund operation of the Bloomia business. Amounts outstanding under the Notes bear interest at a fixed rate of 13.5% per year. The Notes are scheduled to mature and all principal and accrued but unpaid interest will become due on June 1, 2027. The Notes restrict the Company’s ability to obtain additional indebtedness, either directly or through its subsidiaries, other than existing indebtedness and usual and customary indebtedness incurred in the operation of the Company’s business, which restriction may be waived by the Lenders holding a majority interest in the Notes. No closing or origination fees are being paid to any Lender.
Air T beneficially owns greater than 10% of our outstanding common stock and, together with AO Partners Fund, is a member of a group of stockholders that collectively owns approximately 40% of our outstanding common stock. Additionally, our current director and Co-Chief Executive Officer, Mark R. Jundt, serves as General Counsel and Corporate Secretary of the Air T, current director and Co-Chief Executive Officer, Daniel C. Philp, serves as Senior Vice President of Corporate development at Air T, and current director, Nicholas J. Swenson, serves as President and Chief Executive Officer of the Lender and is himself a member of the stockholder group. Each of AO Partners Fund and Kohler beneficially owns greater than 5% of our outstanding common stock. Kohler also is a member of the board of directors of Air T. The entry into the Notes was pre-approved by the Audit Committee of our Board of Directors in accordance with our Related Person Transaction Approval Policy.
The foregoing description of the material terms of the Notes is qualified by the form of the Notes, which is filed as Exhibit 10.2 to this Current Report, and incorporated by reference into this Item 1.01.
Amended and Restated LLC Agreement
On September 15, 2025, the Company entered into an Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) with its wholly owned subsidiary, Tulp 24.1, LLC, and Werner F. Jansen (“Jansen”), to (i) fix the existing membership interest percentage among the two members, regardless of capital account balances and (ii) prioritize the repayment of unreturned capital contributions to the members in the payment of future distributions, if any. The
