BLOOMIA HOLDINGS, INC.
For the period ended Dec 31, 2024. Filed Mar 27, 2025.
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FY2024 · Filed Mar 27, 2025
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Item 15. Exhibits and Financial Statement Schedules
The following financial statements of Lendway, Inc. are included in Item 8:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Operations and Comprehensive income (loss) for the years ended December 31, 2024 and 2023
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023
Notes to Consolidated Financial Statements
| (a) | Exhibits |
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| ExhibitNumber | Description | Incorporated by Reference To | ||
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| *2.1 | | Asset Purchase Agreement dated May 24, 2023 | | Exhibit 2.1 to Form 8-K filed May 25, 2023 |
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| *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 Form 8-K filed February 26, 2024 |
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| 3.1 | | Certificate of Incorporation | | Exhibit 3.1 to Form 8-K filed August 9, 2023 |
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| 3.2 | | Bylaws | | Exhibit 3.2 to Form 8-K filed August 9, 2023 |
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| 4.1 | | Description of Securities | | Exhibit 4.1 to Annual Report on Form 10-K for the fiscal year ended December 31, 2023 |
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| ExhibitNumber | Description | Incorporated by Reference To | ||
| **10.1 | | Employment Agreement with Zackery A. Weber dated September 10, 2021 | | Exhibit 10.1 to Form 8-K filed September 16, 2021 |
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| **10.2 | | Retention Agreement with Zackery A. Weber dated January 13, 2023 | | Exhibit 10.2 to Form 8-K filed January 19, 2023 |
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| **10.3 | | Letter Agreement with Zackery A. Weber dated August 4, 2023 | | Exhibit 10.1 to Form 8-K filed August 9, 2023 |
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| **10.4 | | Employment Agreement with Randy Uglem dated March 31, 2023 | | Exhibit 10.3 to Form 10-Q for the quarterly period ended March 31, 2023 |
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| **10.5 | | 2018 Equity Incentive Plan | | Exhibit 99.1 to Registration Statement on Form S-8, Reg. No. 333-226670 |
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| **10.6 | | Form of Restricted Stock Award Agreement for Directors under 2018 Equity Incentive Plan | | Exhibit 10.4 to Form 10-Q for the quarterly period ended June 30, 2024 |
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| **10.7 | | Employee Stock Purchase Plan, as amended | | Exhibit 99.2 to Registration Statement on Form S-8, filed August 8, 2018 |
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| **10.8 | | Deferred Compensation Plan for Directors | | Exhibit 10.1 to Form 10-Q for the quarterly period ended March 31, 2018 |
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| **10.9 | | Form of Retention Agreement | | Exhibit 10.2 to Form 8-K filed September 16, 2021 |
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| **10.10 | | Form of Annual Cash Incentive Compensation Agreement for fiscal year ending December 31, 2024 | | Exhibit 10.2 to Form 10-Q for the quarterly period ended March 31, 2024 |
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| 10.11 | | 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 |
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| 10.12 | | 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 |
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| *10.13 | | 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 |
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| 10.14 | | 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 |
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| 10.15 | | 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 |
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| 10.16 | | 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 |
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| ExhibitNumber | Description | Incorporated by Reference To | ||
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| **10.17 | | Employment Agreement with Elizabeth E. McShane dated May 2, 2024 | | Exhibit 10.1 to Form 8-K filed May 6, 2024 |
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| **10.18 | | Letter Agreement with Zackery A. Weber dated April 16, 2024 | | Exhibit 10.2 to Form 8-K filed May 6, 2024 |
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| **10.19 | | Employment Agreement with Werner Jansen dated February 20, 2024, by and between Fresh Tulips USA, LLC and Werner Jansen | | Exhibit 10.1 to Form 10-Q for quarterly period ended March 31, 2024 |
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| **10.20 | | Bonus Plan Agreement with Werner Jansen dated February 19, 2024, by and between Fresh Tulips USA, LLC and Werner Jansen | | Exhibit 10.2 to Form 10-Q for quarterly period ended March 31, 2024 |
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| **10.21 | | Employment Agreement with Mark R. Jundt dated June 11, 2024 | | Exhibit 10.1 to Form 8-K filed June 11, 2024 |
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| **10.22 | | Employment Agreement with Daniel C. Philp dated June 11, 2024 | | Exhibit 10.2 to Form 8-K filed June 11, 2024 |
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| **10.23 | | Consulting Agreement with Zackery Weber dated June 3, 2024 | | Exhibit 10.1 to Form 10-Q for the quarterly period ended June 30, 2024 |
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| 10.24 | | Amended and Restated Delayed Draw Term Note with Air T, Inc. dated September 27, 2024 | | Exhibit 10.1 to Form 8-K filed October 1, 2024 |
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| 10.25 | | First Amendment to Credit Agreement, dated October 16, 2024, by and among the Company, TULP 24.1, LLC, Tulipa Acquisite Holding B.V., Bloomia B.V., Fresh Tulips USA, LLC, and Associated Bank. N.A., a national banking association | | Exhibit 10.1 to Form 8-K filed October 22, 2024 |
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| +19.1 | | Insider Trading Policy | | |
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| +21.1 | | List of Subsidiaries | | |
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| +23.1 | | Consent of Independent Registered Public Accounting Firm | | |
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| +24.1 | | Powers of Attorney | | |
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| +31.1 | | Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | | |
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| +31.2 | | Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | | |
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| ++32 | | Section 1350 Certifications | | |
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| 97 | | Compensation Recoupment Policy | | Exhibit 97 to Form 10-K for the fiscal year ended December 31, 2023 |
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| ExhibitNumber | Description | Incorporated by Reference To | ||
| +101 | | The following materials from Lendway Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 are filed herewith, formatted in inline XBRL (Extensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders’ Equity (iv) Statements of Cash Flows, (v) Notes to Financial Statements, (vi) Cybersecurity, (vii) the information set forth in Part II, Item 9B, (viii) Insider Trading Policies and Procedures, and (ix) Policies and Practices Related to the Grant of Certain Equity Awards. | | |
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| +104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document) | | |
| * | 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. |
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| ** | 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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| + | Filed herewith. |
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| ++ | Furnished herewith. |
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