LENDWAY, INC._September 30, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

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

for the quarterly period ended September 30, 2025

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

for the transition period from ___________ to ____________

Commission File Number: 001-13471

LENDWAY, INC.

(Exact name of registrant as specified in its charter)


Delaware		41-1656308
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5000 West 36th Street, Suite 220, Minneapolis, Minnesota 55416

(Address of principal executive offices; zip code)

(763) 392-6200

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

Number of shares outstanding of Common Stock, $.01 par value, as of November 6, 2025 was 1,769,599.

Table of Contents

Lendway, Inc.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets – September 30, 2025 (unaudited) and June 30, 2025	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss – Three months ended September 30, 2025 and 2024 (unaudited)	4

	Condensed Consolidated Statements of Stockholders’ Equity – Three months ended September 30, 2025 and 2024 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows – Three months ended September 30, 2025 and 2024 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements – (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20

Item 4.	Controls and Procedures	21

PART II.	OTHER INFORMATION	22

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Lendway, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

Values are rounded to the nearest thousand dollars and thousand shares


	September 30, 2025		June 30, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,840,000	$	906,000
Accounts receivable - net of allowances for credit losses of $122 and $122, respectively		2,347,000		5,124,000
Inventories		18,799,000		6,697,000
Prepaid expenses and other current assets		2,428,000		2,122,000
Total current assets		25,414,000		14,849,000
Noncurrent assets
Property and equipment, net		11,056,000		11,433,000
Equity-method investment		240,000		216,000
Goodwill		11,138,000		11,128,000
Intangible assets, net		24,425,000		24,806,000
Operating lease right-of-use assets		31,971,000		32,306,000
Finance lease right-of-use assets		547,000		310,000
Long-term receivable		240,000		240,000
Other assets		—		814,000
Total noncurrent assets		79,617,000		81,253,000
Total assets	$	105,031,000	$	96,102,000
Liabilities and Stockholders’ equity
Current liabilities:
Accounts payable	$	4,648,000	$	1,748,000
Accrued compensation		326,000		385,000
Accrued expenses and other current liabilities		3,508,000		4,934,000
Current portion of operating lease liabilities		1,249,000		1,184,000
Current portion of finance lease liabilities		117,000		71,000
Current portion of debt		1,895,000		1,870,000
Related party note payable		2,407,000		3,559,000
Total current liabilities		14,150,000		13,751,000
Long-term liabilities:
Operating lease liabilities, net of current portion		31,612,000		31,896,000
Finance lease liabilities, net of current portion		461,000		254,000
Long-term debt, net		36,851,000		28,354,000
Related party notes payable		4,023,000		—
Deferred tax liabilities, net		6,416,000		7,010,000
Total long-term liabilities		79,363,000		67,514,000
Commitments and contingencies (Note 11)
Stockholders’ equity
Common stock, par value $0.01:
Authorized shares - 5,714,000
Issued and outstanding shares - 1,770,000 at both September 30, 2025 and June 30, 2025		17,000		17,000
Additional paid-in capital		16,291,000		16,278,000
Accumulated other comprehensive income		777,000		750,000
Accumulated deficit		(7,762,000)		(4,908,000)
Total stockholders’ equity attributable to Lendway, Inc.		9,323,000		12,137,000
Equity from noncontrolling interest		2,195,000		2,700,000
Total Stockholders’ equity		11,518,000		14,837,000
Total Liabilities and Stockholders’ equity	$	105,031,000	$	96,102,000

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

Lendway, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Values are rounded to the nearest thousand dollars and thousand shares (Unaudited)


	Three Months Ended
	September 30,
	2025		2024
Revenue, net	$	5,153,000	$	6,628,000
Cost of goods sold		5,213,000		5,188,000
Gross (loss) profit		(60,000)		1,440,000
Sales, general and administrative expenses		2,983,000		2,791,000
Operating loss		(3,043,000)		(1,351,000)
Foreign currency transaction loss, net		253,000		46,000
Interest expense, net		822,000		800,000
Other income, net		(32,000)		(3,000)
Loss from continuing operations before income taxes		(4,086,000)		(2,194,000)
Income tax benefit		(721,000)		(736,000)
Net loss from continuing operations		(3,365,000)		(1,458,000)
Income from discontinued operations, net of tax		—		66,000
Net loss including noncontrolling interest		(3,365,000)		(1,392,000)
Less: Net loss attributable to noncontrolling interest		(511,000)		(267,000)
Net loss attributable to Lendway, Inc.		(2,854,000)		(1,125,000)
Other comprehensive income (foreign currency translation gain)		33,000		1,000
Less: Comprehensive income attributable to noncontrolling interest		6,000		—
Comprehensive loss attributable to Lendway, Inc.	$	(2,827,000)	$	(1,124,000)
Net loss per basic and diluted share attributable to Lendway, Inc.:
Continuing operations	$	(1.61)	$	(0.67)
Discontinued operations		—		0.04
Basic and diluted earnings per share	$	(1.61)	$	(0.64)
Weighted average shares used in calculation of net loss per share:
Basic and diluted		1,770,000		1,770,000

See accompanying notes to the condensed consolidated financial statements.

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Lendway, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Values are rounded to the nearest thousand dollars and thousand shares (Unaudited)


						Accumulated
				Additional		Other				Total Lendway				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’		Noncontrolling		Stockholders’
	Shares	Amount		Capital		Income		Deficit		Equity		Interest		Equity
BALANCE JUNE 30, 2025 (Audited)	1,770,000	$	17,000	$	16,278,000	$	750,000	$	(4,908,000)	$	12,137,000	$	2,700,000	$	14,837,000
Value of stock-based compensation	—		—		13,000		—		—		13,000		—		13,000
Net loss	—		—		—		—		(2,854,000)		(2,854,000)		(511,000)		(3,365,000)
Other comprehensive income	—		—		—		27,000		—		27,000		6,000		33,000
BALANCE SEPTEMBER 30, 2025	1,770,000	$	17,000	$	16,291,000	$	777,000	$	(7,762,000)	$	9,323,000	$	2,195,000	$	11,518,000
															—
BALANCE JUNE 30, 2024	1,770,000	$	17,000	$	16,190,000	$	37,000	$	(2,339,000)	$	13,905,000	$	2,729,000	$	16,634,000
Value of stock-based compensation	—		—		22,000		—		—		22,000		—		22,000
Net loss	—		—		—		—		(1,125,000)		(1,125,000)		(267,000)		(1,392,000)
Other comprehensive income	—		—		—		1,000		—		1,000		—		1,000
BALANCE SEPTEMBER 30, 2024	1,770,000	$	17,000	$	16,212,000	$	38,000	$	(3,464,000)	$	12,803,000	$	2,462,000	$	15,265,000

See accompanying notes to the condensed consolidated financial statements.

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Lendway, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Values are rounded to the nearest thousand dollars (Unaudited)


Three Months Ended September 30,	2025		2024
Operating Activities
Net loss including noncontrolling interest	$	(3,365,000)	$	(1,392,000)
Adjustments to reconcile net loss including noncontrolling interest to net cash used in operating activities:
Depreciation and amortization		874,000		820,000
Amortization of deferred financing costs		26,000		38,000
Stock-based compensation expense		13,000		22,000
Noncash paid in-kind interest expense		465,000		400,000
Noncash operating lease expense		116,000		134,000
Deferred income taxes		(594,000)		(379,000)
Equity method investment income		(24,000)		—
Changes in operating assets and liabilities		(7,438,000)		(7,198,000)
Net cash used in operating activities		(9,927,000)		(7,555,000)
Investing Activities
Purchases of property and equipment		(46,000)		(47,000)
Receipts of escrow receivable		—		164,000
Net cash (used in) provided by investing activities		(46,000)		117,000
Financing Activities
Proceeds from revolving debt		8,575,000		5,056,000
Proceeds from related party note		4,000,000		2,000,000
Repayments of term loan		(450,000)		—
Repayments of related party note		(1,200,000)		—
Repayments of long-term debt		(17,000)		—
Principal payments on finance lease liabilities		(23,000)		(7,000)
Net cash provided by financing activities		10,885,000		7,049,000
Effect of exchange rate changes on cash		22,000		1,000
Net increase (decrease) in cash and cash equivalents		934,000		(388,000)
Cash and cash equivalents, beginning of period		906,000		1,721,000
Cash and cash equivalents, end of period	$	1,840,000	$	1,333,000
Supplemental cash flow information
Cash paid for interest	$	319,000	$	300,000
Cash paid for income taxes, net of tax refunds	$	8,000	$	21,000
Non-cash financing activities
Purchase of property and equipment included in accounts payable	$	29,000	$	—
Purchase of property and equipment included in debt	$	—	$	150,000

See accompanying notes to the condensed consolidated financial statements.

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Lendway, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business and Basis of Presentation.

Description of Business. Lendway, Inc. (“the Company”) is a specialty agricultural (“ag”) company focused on making and managing its ag investments in the United States (“U.S.”) and internationally. On February 22, 2024, the Company, through its majority-owned U.S. subsidiary Tulp 24.1, LLC (“Tulp 24.1”), acquired Bloomia B.V. and its subsidiaries (“Bloomia”). Bloomia is a significant producer of fresh-cut tulips in the U.S. with a presence in the Netherlands and South Africa. Subsequent to the purchase of Bloomia, the Company’s primary operations have been those of Bloomia. As part of consideration for the business combination, the Company issued units of Tulp 24.1 to the continuing CEO of Bloomia, which amounted to 18.6% and is presented as noncontrolling interest in these unaudited condensed consolidated financial statements. The remaining 81.4% equity interest of Tulp 24.1 is owned by the Company and the Company is and maintains control of Tulp 24.1 as its sole managing member.

Year End. As previously reported, the Company’s Board of Directors approved a change in the Company’s fiscal year end from December 31 to June 30 of each calendar year. As a result, the three months ended September 30, 2025 represent the first quarter of the fiscal year ending June 30, 2026 (“fiscal year 2026”).

Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of the Company include all wholly and majority owned subsidiaries of the Company. Entities for which the Company owns an interest, does not consolidate, but exercises significant influence, are accounted for under the equity method of accounting and are included in equity method investments within the unaudited condensed consolidated balance sheets. All intercompany accounts and transactions have been eliminated. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Securities and Exchange Commission (“SEC”) Regulation S-X and do not include all information and footnotes required by U.S. GAAP for complete financial statements. However, except as described herein, there has been no material change in the information disclosed in the notes to financial statements included in the Company’s consolidated financial statements as of and for the year ended June 30, 2025 included in the Company’s Transition Report on Form 10-KT filed with the SEC on August 28, 2025 (the “Form 10-KT”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included.

Sales, expenses, cash flows, assets and liabilities can and do vary during the year as a result of seasonality and other factors. The tulip business tends to be seasonal, with the first and second calendar quarters being the strongest sales season. Accounts receivable and inventory balances are at their lowest levels in June and July following the strong sales season. Inventory balances peak in the first calendar quarter ahead of the primary selling season. Therefore, interim results are not necessarily indicative of results to be expected for the full fiscal year.

Significant Accounting Policies. We use the same accounting policies in preparing quarterly and annual financial statements. The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period.

Fair Value. The carrying amounts of certain financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other financial working capital items approximate their fair values at September 30, 2025 and June 30, 2025 due to their short-term nature and management’s belief that their carrying amounts approximate the amount for which the assets could be sold or the liabilities could be settled. The carrying amount of debt approximates fair value due to the debt’s variable market interest rate.

SEC Form 10-Q filed by Lendway Inc.