BLOOMIA HOLDINGS, INC. (TULP) SEC Filings, Feb-Apr 2026

Air T, Inc. and the Swenson Group report majority ownership of Bloomia Holdings, Inc. common stock. Together, the reporting persons beneficially own 2,867,010 shares, or approximately 60.1% of Bloomia’s 4,769,038 shares outstanding as of April 2, 2026.

Air T alone holds 1,605,264 shares, or 33.7% of the company, while entities associated with Nicholas J. Swenson, including AO Partners I, AO Partners LLC, Groveland Capital, Glenhurst and Mr. Swenson personally, hold additional stakes. The group acquired shares for investment, including through a February–April 2026 rights offering at $4.05 per share that also converted prior loans into equity.

Bloomia Holdings, Inc. Chief Financial Officer Elizabeth E. McShane exercised subscription rights linked to an out-of-the-money derivative on April 1, 2026. The rights entitled her to buy 4,691 shares of common stock at $4.05 per share.

The derivative position covered 2,172 subscription rights that were exercisable into common stock at a $4.05 exercise price with an expiration date of April 1, 2026. Following the transaction, she directly held 4,912 shares of Bloomia common stock.

Bloomia Holdings Co-CEO Mark Jundt reported an out-of-the-money derivative transaction involving subscription rights and common stock. On April 1, 2026, 1,714 Subscription Rights were exercised at a conversion price of $4.05 per share, relating to 3,703 shares of common stock.

The derivative position in these subscription rights went to zero after the transaction, while direct holdings of common stock increased to 6,231 shares. The filing classifies the activity as an “exercise of out-of-the-money derivative security,” rather than an open-market buy or sell.

Bloomia Holdings Co-CEO Philp Daniel C. exercised subscription rights described as an out-of-the-money derivative security, acquiring 24,691 shares of common stock at $4.05 per share on April 1, 2026. Following the transaction, he directly owns 85,190 common shares of Bloomia Holdings.

Bloomia Holdings, Inc. announced preliminary results of its previously launched rights offering, which is expected to generate approximately $12.1 million in gross proceeds. About $5 million is cash and roughly $7.1 million represents conversion of existing debt into equity.

The Company expects to issue approximately 3 million shares of common stock at $4.05 per share to participating stockholders, subject to final tabulation and verification. Management plans to use the net cash proceeds primarily to repay acquisition debt at a greater than 50% discount, which they state will materially reduce leverage, lower annual interest expense, and support future growth initiatives.

Bloomia Holdings reports that Morgan Stanley and Morgan Stanley Smith Barney LLC beneficially own 238,418 shares of Common Stock, representing 12.6% of the class. The filing lists shared dispositive power of 238,418 shares and is signed by authorized signatories on 03/06/2026.

Bloomia Holdings, Inc. is conducting a shareholder rights offering of up to 3,827,160 shares of common stock at a subscription price of $4.05 per share, for total gross proceeds of $15,500,000 if fully subscribed. Existing holders on February 16, 2026 receive one non-transferable right per share, each allowing the purchase of 2.16 shares, plus an over-subscription privilege for any unsubscribed shares.

Rights may be paid in cash, by cancelling Company indebtedness, or a combination of both, and must be exercised between February 18, 2026 and 5:00 p.m. Central Standard Time on March 27, 2026. Bloomia expects to use the first cash proceeds to repay a Bridge Loan at a negotiated discount and apply any remaining funds to working capital and general corporate purposes.

Bloomia Holdings, Inc., a specialty agricultural company focused on fresh-cut tulips, reported higher quarterly sales but continued losses. For the quarter ended December 31, 2025, revenue rose to $6.7 million from $6.2 million, and gross margin improved to 7.2% from a loss of 9.4% helped by a $300,000 federal grant and better pricing. However, Bloomia still posted a net loss attributable to the company of $2.3 million, or $1.29 per share, and EBITDA of negative $1.4 million. For the six-month period, revenue slipped to $11.9 million from $12.8 million as the company deliberately shifted more production to later quarters for the key Mother’s Day season, which reduced early-year volume and margin leverage. Operating cash use widened to $11.4 million, funded largely by drawing $10 million on its revolving credit facility and issuing $4 million of related party notes, pushing total debt to about $40.4 million plus related party borrowings. Bloomia breached leverage and coverage covenants at December 31, 2025 but obtained waivers and expects to be compliant by June 30, 2026. To bolster capital, it has filed for a rights offering of up to $15.5 million of common stock. The company also changed its name from Lendway, Inc. and now trades on Nasdaq under the ticker TULP.

Bloomia Holdings, Inc. reported second fiscal quarter results showing higher sales and narrower losses in a seasonally weak period. For the three months ended December 31, 2025, net revenue rose to $6.7 million from $6.2 million a year earlier, helped by higher prices. Gross profit improved to $0.5 million, reversing a prior gross loss, and operating loss narrowed to $2.3 million from $3.9 million. Net loss attributable to Bloomia was $2.3 million, or $1.29 per share, better than $1.66 per share last year, while EBITDA loss improved to $1.4 million from $2.7 million. As of December 31, 2025, cash was $1.2 million, total debt was $47.0 million, and stockholders’ equity was $8.9 million. The company also updated the expected expiration of its contemplated rights offering to 5:00 p.m. Central Time on March 27, 2026 and confirmed its recent corporate rebranding from Lendway, Inc. to Bloomia Holdings, Inc. with Nasdaq ticker change to TULP.