LENDWAY, INC.

S-11 ldwy-20260121xs1.htm S-1

As filed with the Securities and Exchange Commission on January 23, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549**

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

LENDWAY, INC.

(Exact name of registrant as specified in its charter)

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

(763) 392-6200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Mark R. Jundt, Co-Chief Executive Officer

Daniel C. Philp, Co-Chief Executive Officer

Lendway, Inc.

5000 West 36th** Street, Suite 220**

Minneapolis, Minnesota 55416

(763) 392-6200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Garett Sleichter

Rutan & Tucker, LLP

18575 Jamboree Road, 9th** Floor**

Irvine, CA 92612

(714) 641-5100

Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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 7(a)(2)(B) of the Exchange Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be distributed until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY Prospectus Dated January 23, 2026

LENDWAY INC.

Non-Transferable Subscription Rights to Purchase Up to $15,500,000 in Shares of Common Stock, representing [●] Shares of Common Stock in the Aggregate

Lendway Inc. (“Lendway, Inc.”, the “Company”, “we”, “us” or “our”) is distributing at no charge to the holders of our common stock, par value $0.01 per share (the “Common Stock”), on apro ratabasis, non-transferable subscription rights to purchase up to an aggregate of [●] shares of our Common Stock at a subscription price of $[●] per whole share, payable by each rights holder (i) in cash, (ii) by delivery in lieu of cash the cancellation of an equivalent amount of any indebtedness for borrowed money (principal and/or accrued and unpaid interest) owed by the Company to such rights holder, or (iii) by delivery of a combination of cash and such indebtedness. We refer to this offering as the “Rights Offering”. We are offering to each of our stockholders one non-transferable subscription right for each full share of Common Stock owned by that stockholder as of the close of business on [●], 2026, the record date (the “Record Date”). Each subscription right will entitle its holder to purchase [●] shares of our Common Stock. Additionally, rights holders who fully exercise their basic subscription rights will be entitled to subscribe for additional shares of our Common Stock that remain unsubscribed as a result of any unexercised basic subscription rights (the “over-subscription privilege”). The over-subscription privilege allows a rights holder to subscribe for additional shares of our Common Stock at the subscription price of $[●] per whole share. We refer to the basic subscription rights and over-subscription privilege as “rights” or “subscription rights”.

The total subscription price of shares of Common Stock offered in this Rights Offering will be $15,500,000, assuming all rights are exercised. To the extent you properly exercise your over-subscription privilege for an amount of shares of Common Stock that exceeds the number of the unsubscribed shares of Common Stock available to you, the subscription agent for this Rights Offering, Equiniti Trust Company, LLC (the “Subscription Agent”), will return to you any excess subscription payments, in the manner and form in which such payments were made, without interest or penalty, as soon as practicable following the Expiration Date and Time (as defined below), and after all necessary calculations,pro rata allocations and adjustments have been completed. We are not requiring a minimum individual or overall subscription to complete the Rights Offering. The Subscription Agent will hold all cash funds received from subscribing stockholders in a segregated account until we issue your shares of our Common Stock to you upon consummation of the Rights Offering or the withdrawal or termination of the Rights Offering. Any stockholder that desires to exercise its subscription rights through the cancellation of indebtedness for borrowed money owed by the Company should contact the Company’s Chief Financial Officer to coordinate the cancellation of indebtedness in exchange for issuances of Common Shares. Subscription rights may only be exercised in aggregate for whole numbers of our Common Stock; fractional shares of Common Stock or cash in lieu of fractional shares of Common Stock will not be issued in the Rights Offering. Any fractional shares of Common Stock resulting from the exercise of the basic subscription rights will be eliminated by rounding down to the nearest whole share of Common Stock.

The subscription rights may be exercised at any time during the Rights Offering subscription period (the “Subscription Period”), which will commence on [●], 2026, and will expire at 5:00 p.m., Central Standard Time, on [●], 2026 (the “Expiration Date and Time”). We may, in our sole discretion, extend the Subscription Period. We will extend the duration of the Rights Offering as required by applicable law, and we may choose to extend it if we decide that changes in the market price of our Common Stock warrant an extension or if we decide to give you more time to exercise your subscription rights in this Rights Offering. Once you have exercised your subscription right, your exercise may not be revoked. The rights are non-transferable. The subscription rights that are not exercised by the Expiration Date and Time will expire and will have no value. You should carefully consider whether or not to exercise your subscription rights before the Expiration Date and Time. If you are a beneficial owner of shares of Common Stock registered in the name of a broker, dealer, custodian bank, or other nominee, your nominee may establish an earlier deadline before the Expiration Date and Time by which time you must provide the nominee with your instructions and deliver all documents and payments to exercise your subscription rights.

See “The Rights Offering” for additional information.

Each Note Lender (as defined herein) has indicated that they currently intend, but undertake no obligation, to exercise all of the subscription rights distributed to such Note Lender by us in the Rights Offering, as well as the over-subscription privilege, and that each Note Lender reserves the right to pay some or all of the subscription price payable upon the exercise of any of its subscription rights with indebtedness for borrowed money owed by us to such Note Lender (including any indebtedness then-outstanding pursuant to such Note Lender’s Term Loans (as defined below)). Our directors and executive officers who own shares of Common Stock are permitted, but not required, to participate in the Rights Offering on the same terms and conditions applicable to all holders of subscription rights. See “The Rights Offering – Participation of Our Directors, Executive Officers and Significant Stockholders”.

Our Common Stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “LDWY”. On [●], 2026, the closing price of our Common Stock as reported by Nasdaq was $[●] per share.

The subscription rights are non-transferable, except that they will be transferable by operation of law. The subscription rights will not be listed for trading on Nasdaq or any other stock exchange or market.

Exercising the subscription rights and investing in our Common Stock involves significant risks. We urge you to read carefully the entirety of this prospectus, including the section titled “Risk Factors” beginning on page [●] of this prospectus, the section titled “Risk Factors” of the Company’s Transition Report on Form 10-KT filed on August 28, 2025 (the “Form 10-KT”) and in our Quarterly Report on Form 10-Q filed on November 10, 2025 for the fiscal quarter ended September 30, 2025, and all other information included or incorporated by reference in this prospectus before you decide whether to exercise your rights.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Equiniti Trust Company, LLC will serve as the Subscription Agent and transfer agent (the “Transfer Agent”) for the Rights Offering, and D.F. King & Co., Inc. will serve as the information agent (the “Information Agent”) for the Rights Offering.

Neither we nor our board of directors (the “Board of Directors”) make any recommendation to holders regarding whether they should exercise their subscription rights. As a result of the terms of this Rights Offering, stockholders who do not fully exercise their subscription rights will own, upon completion of this Rights Offering, a smaller proportional interest in our Common Stock than otherwise would be the case had they fully exercised their rights, including as compared to any stockholders that exercise a greater proportion of their rights. See “Risk Factors” beginning on page**[●]**of this registration statement for more information.

If you have any questions or need further information about this Rights Offering, please call D.F. King & Co., Inc., our Information Agent for this Rights Offering, at (888) 605-1956 for stockholders or (646) 677-2515 for banks and brokers It is anticipated that delivery of the Common Stock purchased in this Rights Offering will be made on or about**[●]**, 2026 (assuming all necessary calculations,pro rata allocations and adjustments have been completed by such date).

The date of this prospectus is [●], 2026.

TABLE OF CONTENTS

ABOUT THIS****PROSPECTUS