Item 5. Other Information
Item 5. Other Information
During the three months ended March 31, 2024, no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
Exhibit
Number
Description
Incorporated by Reference To
2.1*
Asset Purchase Agreement dated May 24, 2023
Exhibit 2.1 to Current Report filed May 25, 2023
2.2*
Agreement for the Sale and Purchase of Shares, dated February 21, 2024, by and among Tulp 24.1, LLC, Tulipa Acquisitie Holding B.V., Botman Bloembollen B.V., W.F. Jansen, H.J. Strengers and the Company
Exhibit 2.1 to Current Report filed February 26, 2024
3.1
Certificate of Incorporation
Exhibit 3.1 to Current Report filed August 9, 2023
3.2
Bylaws
Exhibit 3.2 to Current Report filed August 9, 2023
10.1**
Employment Agreement with Werner Jansen
10.2**
Bonus Plan Agreement with Werner Jensen
10.3
Bridge Loan Agreement, dated February 22, 2024, by and between Botman Bloembollen B.V., W.F. Jansen, H.J. Strengers, Tulp 24.1, LLC, Tulipa Acquisitie Holding B.V. and the Company
Exhibit 10.1 to Form 8-K filed February 26, 2024
10.4
Bridge Loan Agreement, dated February 22, 2024, by and between Botman Bloembollen B.V. and Tulipa Acquisitie Holding B.V.
Exhibit 10.2 to Form 8-K filed February 26, 2024
10.5*
Credit Agreement, dated February 20, 2024, by and among the Company, TULP 24.1, LLC, Tulipa Acquisitie Holding B.V., Bloomia B.V., Fresh Tulips USA, LLC, and Associated Bank, N.A., a national banking association
Exhibit 10.3 to Form 8-K filed February 26, 2024
10.6
Amended and Restated Limited Liability Company Agreement, dated February 22, 2024, by and among the Company, Tulp 24.1, LLC and Werner F. Jansen
Exhibit 10.4 to Form 8-K filed February 26, 2024
10.7
Management Services Agreement, dated February 22, 2024, by and between the Company and Tulp 24.1, LLC
Exhibit 10.5 to Form 8-K filed February 26, 2024
10.8
Lease Agreement, dated July 1, 2021, by and between Horti-Group, LLC and Fresh Tulips USA, LLC dba Bloomia
Exhibit 10.6 to Form 8-K filed February 26, 2024
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
Filed Electronically
31.2
Certification of Principal Financial and Accounting Officer
Filed Electronically
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Section 1350 Certifications
Furnished Electronically
101
The following materials from Lendway, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in inline XBRL (extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss); (iii) Condensed Consolidated Statements of Stockholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to Condensed Consolidated Financial Statements
Filed Electronically
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document)
Filed Electronically
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.
** Denotes a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report pursuant to Item 15(b) of Form 10-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LENDWAY, INC.
(Registrant)
Dated: May 21, 2024
/s/ Randy D. Uglem
Randy D. Uglem
President and Chief Executive Officer
(on behalf of registrant)
Dated: May 21, 2024
/s/ Zackery A. Weber
Zackery A. Weber
Vice President of Finance
(principal financial and accounting officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.