BLOOMIA HOLDINGS, INC.

This Annual Report on Form 10-K is being filed by the registrant, Lendway, Inc. ( Lendway, we, us, our and the Company ), a Delaware corporation. Effective August 4, 2023, we changed our name from Insignia Systems, Inc. which was incorporated in Minnesota in 1990 and reincorporated from Minnesota to Delaware. As part of the name change, our common stock now trades under the symbol LDWY on The Nasdaq Stock Market LLC. The Company has evolved into a specialty agricultural ( ag ) company focused on making and managing its ag investments in the United States ( U.S. ) and internationally. The Company is the majority owner of Fresh Tulips USA LLC, Bloomia B.V., and its affiliated entities, representing a significant producer of fresh cut tulips ( stems ) in the U.S. On February 22, 2024, the Company acquired Bloomia B.V., the parent of Fresh Tulips USA LLC, for a purchase price of $47.5 million, financed with Company cash, a new credit facility, promissory notes payable to the sellers and issuing an equity interest in the new company (the Acquisition ). The Acquisition was completed through Tulp 24.1, LLC, a Delaware limited liability company and Tulipa Acquisitie Holding B.V.. Tulp 24.1, LLC, Tulipa Acquisitie Holding B.V, Fresh Tulips USA LLC and Bloomia B.V. and its affiliated entities are collectively referred to as Bloomia. Bloomia is one of the largest producers of fresh cut tulips in the United States, nurturing over 75 million stems annually. Bloomia purchases tulip bulbs, hydroponically grows tulips from the bulbs, and sells the stems to retail stores.