TULP 10-K & 10-Q changes, risk factors and insider trading

During calendarthe 2024,fiscal threeyear ended June 30, 2026, four customers accounted for approximately 65%59% of Bloomia’sour revenue. Although those customers have a history of purchasing fresh-cut tulips from Bloomia, there are no long-term purchase commitments. If one or more of Bloomia’s traditional customers significantly reduces or ceases purchasing fresh-cut tulips from Bloomia, then Bloomia could experience a significant decrease in revenue. Bloomia has historically had a high retention rate, with the majority of our significant customers having business relationships in excess of five years.

In connection with the acquisition of Bloomia, we entered into non-compete agreements with its former owners. These agreements prohibit the former owners from competing with Bloomia’s business for a three-year period from the February 22, 2024 acquisition date. We may be unable to enforce these agreements under the laws of the jurisdictions in which our business operatesoperates, and have no ability to restrict the former owners from competing once the three-year restrictive period expires. As a result, it may be difficult or impossible for us to restrict our competitors from benefiting from the expertise that our former owners developed while working for us. If we cannot demonstrate that such interests will be harmed, we may be unable to prevent our competitors from benefiting from the expertise of our former ownersus, and our ability to remain competitive may be diminished.

The majority of our debt carries floating interest rates and is subject to interest rate fluctuations. Borrowings under our credit agreement with Associated Bank, N.A. (as amended, the “Amended Credit Agreement”) bear interest at a rate per annum equal to a Term Secured Overnight Financing Rate (“SOFR”) rate for an interest period ofselected oneby monththe Company plus 3.0%.a margin ranging from 3.0% to 5.0% based on Tulp 24.1’s senior cash flow leverage ratio. Changes in interest rates are caused by a number of factors beyond our control. If the SOFR interest rate increases significantly, our interest expense and cash paid for interest will increase, and our ability to obtain additional financing may decrease, which may materially adversely affect our operations.

Adverse economic conditions and outlook in the U.S. and in other countries in which we conduct business, such as the Netherlands, South AfricaAfrica, and South America,Chile, have previously and could in the future impact our net sales and earnings. These adverse economic conditions could include, but are not limited to, business closures, slowdowns, suspensions or delays of production and commercial activity; recessionary conditions; slow or negative economic growth rates; reduced consumer spending levels; increased or prolonged high unemployment rates; higher costs, longer lead times, and reduced availability of commodities, components, parts, and accessories, including as a result of transportation-related costs, inflation, changing prices, foreign currency fluctuations, tariffs, and/or duties; inflationary or deflationary pressures; reduced infrastructure spending; the impact of U.S. federal debt, state debt, and sovereign debt defaults and austerity measures by certaincountries Europeanin countrieswhich we conduct our business; reduced credit availability or unfavorable credit terms for our distributors, dealers, and end-user customers; higher short-term, mortgage, and other interest rates; government shutdowns; and general economic and political conditions and expectations. Fresh cut tulips are something of a discretionary purchase and consumers may reduce purchases of tulips in slower economic times. In the past, some of these factors have caused and may continuein tothe future cause customers to reduce spending and delay or forego purchases of our products, which has had and could continue to have an adverse effect on our net sales and earnings.

Our company’s results are highly dependent on Bloomia’s success.

Although we intend to continue to develop our specialty ag business, weWe have committed a substantial portion of our capital to the acquisition and growth of Bloomia’s business. With this lack of diversification, for at least the near term, our cash flow and ability to service our debt is highly dependent on the performance of the Bloomia business. Risks inherent in the Bloomia business are discussed in this section.

As we develop and grow our businesses,business, we may be required to finance this process through equity offerings or additional debt financings. To the extent that we raise additional capital through the sale of equity or debt financing, the ownership interest of our stockholders would be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include additional covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Additional capital may not be available when needed, on reasonable terms, or at all, and our ability to raise additional capital may be adversely impacted by potential worsening U.S. or global economic conditions and the recent disruptions to and volatility in the credit and financial markets in the U.S. and worldwide. If we are unable to raise additional funds when neededneeded, we may not be able to grow our businesses, or complete transactions related to our strategy.

Restrictions in the Amended Credit Agreement could adversely affect the Bloomia business, financial condition, and results of operations.

The obligations under the Amended Credit Agreement are secured by substantially all of the personal property assets of Tulp 24.1 and its subsidiaries. The Company provided an unsecured guaranty of the obligations of Tulp 24.1 under the Amended Credit Agreement.

The Amended Credit Agreement contains customary affirmative and negative covenants, including covenants that restrict the ability of Tulp 24.1 and its subsidiaries to incur additional indebtedness, dispose of significant assets, make distributions or pay dividends to the Company, make certain investments, including any acquisitions other than permitted acquisitions, make certain payments, enter into sale and leaseback transactions or grant liens on its assets, subject to certain limitations. These restrictions have and may in the future limit the Company’s ability to utilize its full revolving credit facility under the Amended Credit Agreement and could limit the Company’s ability to implement certain business strategies. During fiscal year 2026, the Company in breach of its financial covenants under the Amended Credit Agreement as of December 31, 2025, March 31, 2026, and June 30, 2026. The Company received a waiver from the lender for each of those financial covenant breaches; however, there can be no assurance that the lender would be willing to grant any additional waivers should the Company breach its financial covenants or other covenants in the future.

The provisions of the Company’s creditAmended agreementCredit Agreement or other debt instruments may restrict its ability to obtain additional financing and pursue attractive business opportunities and its flexibility in planning for, and reacting to, changes in business conditions. In addition, a failure to comply with the provisions of the Company’s creditAmended agreement,Credit Agreement, any future credit facility or other debt instruments could result in a default or an event of default that could enable its lenders or other debt holders to declare the outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable. If the payment obligations of Tulp 24.1 or the Company under the Amended Credit Agreement or other debt obligations are accelerated, its assets may be insufficient to repay such debt in full. These factors could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Amended Credit Agreement restricts Tulp 24.1’s ability to make distributions to Lendway.Bloomia Holdings.

Under terms of the Amended Credit Agreement, the Bloomia business is permitted to pay a management fee of $60,000 monthly to Lendway,Bloomia Holdings, but generally is not permitted to make distributions to its members, including Lendway.Bloomia Holdings. This may constrain cash available to LendwayBloomia Holdings for corporate expenses. The restriction on distributions will also limit our ability to fund additional strategic acquisitions using capital we have contributed to the Bloomia business.

The Company’s business results depend largely upon the continued contributions of Bloomia’s CEOCEO, Werner Jansen. If Mr. Jansen no longer serves in (or serves in some lesser capacity than) his current role, or if the Company loses other members of our management team, we may not be able to successfully execute on our business strategy and our business, financial condition and results of operations, as well as the market price of itsthe Company’s securities, could be adversely affected.

We are required, pursuant to Section 404 of the Sarbanes OxleySarbanes-Oxley Act (SOX), to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. As a smaller reporting company, the Company is not required to have an attestation from its external auditor on the effectiveness of its internal control over financial reporting and disclosure controls and procedures. With regards to its February 2024 acquisition of Bloomia, the Company intends to elect the provision under SOX to exclude the evaluation of internal control over financial reporting and disclosure controls and procedures for Bloomia for a one-year period after the acquisition date.

We cannot assure you that the measures we have taken to date, and actions we may take in the future, will prevent or avoid potential future material weaknesses. During fiscalthe year ended December 31, 2024, the Company incurred two late filings and needed to file extensions with the SEC in order to timely file two quarterlyQuarterly reportsReports timely.on Form 10-Q. If we are unable to maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, investors could lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, we could be subject to sanctions or investigations by the Nasdaq Stock Market, the SEC or other regulatory authorities, and our ability to access the capital markets could be limited.

Exchange rate fluctuations between the U.S. dollar and the Euro and other non-U.S. currencies have and may continue to negatively affect the earnings of our operations.

We report our financial results and most of our revenues are recorded in U.S. dollars. However, most of our tulip bulb costs as well as a portion of our general and administrative expenses, are incurred in euros.Euros. As a result, we are exposed to exchange rate risks that negatively impacted our business in the year ended June 30, 2026 and may adversely affect our financial results.results in the future. For example, if the euroEuro appreciates against the U.S. dollar, then the U.S. dollar cost of our operations in the Netherlands would increaseincrease, and our results of operations would be adversely affected.

From time to time, we may engage in currency hedging activities.activities through foreign currency exchange contracts. These measures, however, may not adequately protect us from material adverse effects due to the fluctuations in the relative values of the U.S. dollar and the euroEuro and other foreign currencies in which we transact business, and may result in a financial loss. Our ability to hedge against foreign currency fluctuations is also limited by our Amended Credit Agreement and the Company may not be able to hedge against such fluctuations in the future.

Failure to comply with the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption legislation could result in fines, criminal penaltiespenalties, and an adverse effect on our business.

Although Bloomia verifies the employment eligibility status of its employees, some of its employees may, without Bloomia’s knowledge, be unauthorized workers. Unauthorized workers are subject to deportation and may subject Bloomia to fines or penalties, and if any of Bloomia’s workers are found to be unauthorized, Bloomia could experience adverse publicity that negatively impacts its brand and may make it more difficult to hire and keep qualified employees. Termination of a significant number of employees who were unauthorized employees may disrupt Bloomia’s operations, cause temporary increases in its labor costs as it trains new employees and result in additional adverse publicity. Bloomia could also become subject to fines, penalties and other costs related to claims that it did not fully comply with all recordkeeping obligations of federal and state immigration compliance laws. Failure to fully comply with one or more of these requirements could have a material adverse effect on the Company’s business, financial condition and results of operations.

Tulip bulbs, like any plant, are subject to quality issues and disease, and we could have significant inventory loss or production delays resulting from low qualitylow-quality tulips. In June of 2023 Bloomia wrote off $900,000 of tulip bulb inventory due to the bulbsyear notended meetingDecember Bloomia’s quality standards. The bulbs were sourced during the off-season which we believe contributed to the quality issues and subsequent write-off. Additionally, in fiscal year31, 2024, a portion of our Southern Hemisphere bulbs suffered from poor temperature treatmenttreatment, which resulted in less stem production. Additionally, in the year ended June 30, 2026, the Company experienced unusual significant crop underperformance at the end of the Dutch bulb season. As a result, the Company estimated a $562,000 provision for inventory. Although we coordinate with recurring customers to plan production based on anticipated demand and projections, we may have to write down inventory or recognize a material impairment if our production significantly exceeds customer demand.

Bloomia’s operations rely on dependable and efficient transportation services, the disruption of which could result in difficulties supplying materials to Bloomia’s facilities and impair Bloomia’s ability to deliver products to its retail customers in a timely manner. Specifically, our ability to receive shipments of tulip bulbs from Bloomia’s NetherlandsNetherlands, Chilean, or ChileanNew Zealand facilities on a timely basis and to provide efficient distribution of our stems to our retail customers are integral components of our overall business strategy. The volumes handled by, and operating challenges at, ocean ports have at times been volatile and can delay the receipt of tulip bulbs or cause the cost of shipping goods to be more expensive. Additionally, the availability and reliability of truck transportation from time to time has been negatively impacted by a number of factors, including limited availability of qualified drivers and equipment and limitations on drivers’ hours of service. Impairment in our ability to receive timely shipments of tulip bulbs or distribute stems to our retail customers may affect our ability to both maintain core products in inventory and deliver products to customers on a timely basis, which may in turn adversely affect our consolidated results of operations.

The efficient operation of our business is dependent on our management information systems, both internal and outsourced. We rely on our management information systems to, among other things, effectively manage our accounting and financial functions, including maintaining our internal controls, and to manage our procurement, greenhouse, distribution and sales processes. The failure of our management information systems to perform properly could disrupt our business, which may result in decreased sales, increased overhead costs, excess or obsolete inventory, causing our business and operating results to suffer. We also have automated processes in our greenhouse operations, which could be adversely impacted by interruptions in their operations. Although we take steps to secure our management information systems and automated processes, including our computer systems, intranet and internet sites, email and other telecommunications and data networks, the security measures we have implemented may not be effective and our systems may be vulnerable to theft, loss, damage and interruption from a number of potential sources and events, including unauthorized access or security breaches, natural or man-made disasters, cyber-attacks, computer viruses, power loss, or other disruptive events. Our reputation, brand, and financial condition could be adversely affected if, as a result of a significant cyber event or otherwise, our operations are disrupted or shutdown; our confidential, proprietary information is stolen or disclosed; we incur costs or are required to pay fines in connection with stolen customer, employee, or other confidential information; we must dedicate significant resources to system repairs or increase cyber-security protection; or we otherwise incur significant litigation or other costs related to a cybersecurity incident.

RISKS RELATED TO AN INVESTMENT IN OURTHE COMPANY

Our quarterly and annual operating results have fluctuated in the past and may vary in the future due to a wide variety of factors includingincluding, but not limited to:

Due to these factors, our quarterly and annual net sales, expensesexpenses, and results of operations could vary significantly in the future, and this could adversely affect the market price of our common stock.

DuringSince fiscalJuly year1, 2024,2025, the sale prices of our common stock as reported by The Nasdaq Stock Market ranged from a low of $3.02$3.30 to a high of $6.88.$5.83. We believe factors such as the fluctuations in our quarterly and annual operating results described above, the market’s acceptance of our services and products, the performance of our business relative to market expectations, the results of our acquired Bloomia business, as well as limited daily trading volume of our stock and general volatility in the securities markets, could cause the market price of our common stock to fluctuate substantially. In addition, the stock markets have experienced price and volume fluctuations, resulting in changes in the market prices of the stock of many companies, which may not have been directly related to the operating performance of those companies.

In order to continue to operate and grow our businesses, we will likely need to raise additional capital beyond thisour currentrecently financingcompleted roundrights offering by offering additional shares of our common or preferred stock and/or other classes of equity. All of these would result in dilution to our existing investors, plus they may include additional rights or terms that may be unfavorable to our existing investor base. We cannot assure you that the necessary funds will be available on a timely basis, on favorable terms, or at all, or that such funds, if raised, would be sufficient. The level and timing of future expenditure will depend on a number of factors, many of which are outside our control. If we are not able to obtain additional capital on acceptable terms, or at all, we may be forced to curtail or abandon our growth plans, which could adversely impact the Company, its business, development, financial condition, operating results or prospects.

We assess our intangible assets, and our other long-lived assets as and when required by U.S. generally accepted accounting principles (“GAAP”) to determine whether they are impaired. If they are impaired, we will record appropriate impairment charges. It is possible that we may be required to record significant impairment charges in the future and, if we do so, our results of operations could be materially adversely affected.

Certain significant stockholders of ourthe companyCompany may exert a degree of control in a manner that conflicts with the interests of other stockholders.

Current significant holders of shares may have interests that are different than or adverse to our other stockholders. Based on public filings with the SEC, as a result of shares of common stock issued to our largest stockholder and its affiliates through their participation in our recently completed rights offering, we believe that our largest stockholders and its affiliates hold approximately 40%60% of our issued and outstanding common shares. Based on this share ownership and the simple majority vote of shares present in person or by proxy that is sufficient for the approval of most actions at any stockholders meeting, those stockholders may beare able to exercise a certain degree of control over certain matters requiring stockholders’stockholder approval. Those matters include the election of directors, amendment of our articlescertificate of associationincorporation, and approval of significant corporate transactions, subject to rules requiring the approval of a special majority among non-interested stockholders in certain situations. This control could have the effect of delaying or preventing a change of control of ourthe Company or changes in management and will make the approval of certain transactions difficult without the support of those significant stockholders, including transactions in which a non-significant stockholder might otherwise receive a premium for its shares over the then-current market price.

We were focused on the startup and growth of our non-bank lending business since before the sale of assets relating to our former In-Store Marketing Business. Following the acquisition of the Bloomia businessbusiness, we have been focused on managing Bloomia’s operations and growth. We do not believe that the Company, even after completion of the sale of the In-Store Marketing Business was a “shell company” as described under Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and Rule 12b-2 promulgated under the Securities Exchange Act,Act of 1934, as amended (the “Exchange Act”), which is a company that has: no or nominal operations; and either (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets.

However, a designation as a “shell company” could result in the application of Rule 144(i), of the Securities Act, which would limit the availability of the exemption from registration provided in Rule 144 for certain shares of Company common stock and could result in certain persons affiliated with the Company being deemed “statutory underwriters under Rule 145(c). Some of the presently outstanding shares of our common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Pursuant to Rule 144, if we were designated a “shell company” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, one year would be required to elapse from the time, we ceased to be a “shell company” and filed a Form 8-K addressing Item 5.06 with such information as may be required in a Form 10 Registration Statement with the SEC, before our restricted stockholders could resell their holdings in reliance on Rule 144. The Form 10 information or disclosure is equivalent to the information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under amended Rule 144, restricted or unrestricted securities that were initially issued by a reporting or non-reporting shell company, or a company that was at any time previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met:

WeAs havedescribed neverabove, we do not believe that the Company has ever been classified as a “shell company” under rules promulgated under the Securities Act or the Exchange Act. However, in the event we were to be so designated, we may have to retroactively adjust our reporting or accounting for affected periods.

On February 22, 2024, the Company acquired majority ownership in Bloomia. Bloomia produces and sells fresh cut tulips. Bloomia purchases tulip bulbs, hydroponically grows tulips from the bulbs, and sells the stems to retail stores. Bloomia is a leading producer of fresh cut tulips in the United States, nurturing over 7590 million stems annually. Net sales (unaudited) of Bloomia for the twelve months ended December 31, 2024 and 2023 were approximately $40,000,000 and $45,000,000, respectively. Bloomia was founded in the Netherlands and is now strategically positionedheadquartered in the United States,States with additional interests in the Netherlands, South AfricaAfrica, and Chile. Bloomia has relationships with prominent U.S. mass market retailers and has grown its customer base year over year.

In August 2023, the Company completed the sale of its In-Store Marketing Business for gross proceeds of $3,500,000 (See Note 4 in the consolidated financial statements appearing in Part II, Item 8 of this Annual Report on Form 10-K).$3,500,000. The operations of the In-Store Marketing Business are presented as discontinued operations. All prior periods presented have been restated to also present the In-Store Marketing Business as discontinued operations.

In April 2023, the Company began the development of a non-bank lending business, through the hiring of a Senior Vice President of Lending, who later became our Chief Executive Officer. The Company met with a number of prospects for loan originations and/or purchases and deals were negotiated, but none reached execution. With the Company’s decision to allocate capital to the Bloomia acquisition, significantly less capital was available for the lending business in the near-term. Promptly after receiving a notice of resignation from the Company’s then-serving Chief Executive Officer in June 2024, our Board of Directors reexamined the Company’s strategic position and prospects. Primarily because the departing Chief Executive Officer represented nearly all of the Company’s knowledge and expertise relating to the purchase of existing loans and/or origination and funding of new loans, the Company has determined to focus solely on the ag business. Because the non-bank lending business remained in development,development at the time this business focus was abandoned by the Company, this change did not have a significant impact on the Company’s operations or financial results.

The following tabletables setsset forth, for the periods indicated, certain items in our consolidated statements of operations as a percentage of total net revenue.

YearTwelve Months Ended DecemberJune 31,30, 20242026 Compared to YearTwelve Months Ended DecemberJune 31,30, 20232025

Revenue, Net. Revenue, net for the yeartwelve months ended DecemberJune 31,30, 20242026 and 2025 was $37,773,000,$48,130,000 alland $48,442,000, respectively. The decrease is primarily due to lower stem sales, particularly in the fourth quarter of whichfiscal wereyear generated2026 due to excess waste. The decrease in stems sold was partially offset by a 12% price increase from Bloomiafiscal foryear the2025 period from its acquisition on February 22, 2024 (“the acquisition date”) through December 31, 2024 (the “acquisition period”).prices. The first and second calendar quarters are normally the strongest sales quarters for Bloomia with the first calendar quarter benefiting from Valentine’s Day, the Easter seasonseason, Mother’s Day, and the start of the Springspring season. Revenue in fiscal year 2023 is included in discontinued operations.

Sales, generalGeneral and administrative.Administrative. Sales, general and administrative expenses for the yeartwelve months ended DecemberJune 31,30, 20242026 and 2025 were $13,226,000$11,589,000 comparedand to$11,459,000, $3,519,000 for the year ended December 31, 2023.respectively. The increase was primarily due to costs related to the acquisitionrights of Bloomia. Fiscal year 2024 includes $1,542,000 of acquisition costsoffering and $1,335,000 of integration related costs.deleveraging.

See Note 139 to the consolidated financial statements appearing in Part II, Item 8 of this Annual Report on Form 10-K.10-K for more information concerning these impairments.

Income from Discontinued Operations, Net of Tax. For the yeartwelve months ended DecemberJune 31,30, 2024,2025, income from discontinued operations is a result of the reduction in the accrual for sales tax due to the expiration of the statute of limitations. Income from discontinued operations, net of tax, for the year ended December 31, 2023 reflects results from operations from the legacy In-store Marketing Business and the $2,961,000 gain from the sale of that business. Information on the sale of the In-Store Marketing Business and statement of operations and comprehensive income (loss) details of the discontinued operations are included inSee Note 45 to the consolidated financial statements appearing in Part II, Item 8 of this Annual Report on Form 10-K.10-K for more information concerning income from discontinued operations.

Noncontrolling interest.Interest. The 18.6% noncontrolling interest in Tulp 24.1’s loss for the acquisition period was $934,000$2,203,000 and $191,000 for the yeartwelve months ended DecemberJune 31,30, 2024.2026 and 2025, respectively.

This non-GAAP financial measure, which is not calculated or presented in accordance with U.S. generally accepted accounting principles (“GAAP”),GAAP, has been provided as supplemental information supplemental and in addition to the financial measures presented in accordance with GAAP. This non-GAAP financial measure is not a substitute for, or as an alternative to, and should be considered in conjunction with, the respective GAAP financial measures. The non-GAAP financial measure presented may differ from similarly named measures used by other companies. We believe this non-GAAP financial measure will be useful to permit investors to evaluate the business consistent with how management evaluates the business. Our EBITDA excludes amounts from net lossincome from discontinued operations that we do not consider part of our core operating results when assessing our performance. Management has used EBITDA (a) to evaluate our historical and prospective financial performance and trends as well as our performance relative to competitors and peers; (b) to measure operational profitability on a consistent basis; (c) in presentations to the members of our Board of Directors; and (d) to evaluate compliance with covenants and restricted activities under the terms of our Amended Credit Agreement.

Included below is a reconciliation of EBITDA to net (loss) income from continuing operations, the most directly comparable GAAP measure.

The Company has financed its operations with proceeds from the sale of its In-Store Marketing Business and sales of its products, in addition to a significant payment resulting from the settlement of litigation. To aid in funding the Bloomia acquisition, Tulp 24.1 entered a Credit Agreement that provided an $18,000,000 term loanproducts and aequity revolverand withdebt borrowings of up to $6,000,000.raises. At DecemberJune 31,30, 2024,2026, the Company’s working capital (defined as current assets less current liabilities) was $11,026,000$7,311,000 compared to $15,525,000$1,089,000 at DecemberJune 31,30, 2023.2025. During the year ended DecemberJune 31,30, 2024,2026, cash and cash equivalents decreasedincreased $14,318,000$546,000 from $16,077,000$906,000 at DecemberJune 31,30, 20232025 to $1,759,000$1,452,000 at DecemberJune 31,30, 2024.2026.

Investing Activities of Continuing Operations. Net cash used in investing activities during the year ended DecemberJune 31,30, 20242026 was $35,148,000,$433,000, which primarily related to the purchase price and other expenses resulting from the acquisition of Bloomia. Net cash used in investing activities also includes cash received from a note receivable, partially offset by cash paid for purchases of property and equipment.equipment, including a new bulb management software.

Financing Activities. Net cash provided by financing activities during the year ended DecemberJune 31,30, 20242026 was $24,882,000,$5,333,000, which was primarily due to $5,011,000 cash proceeds from our rights offering and $3,996,000 net revolving debt proceeds, partially offset by term loan amortization and payments made on related toparty proceeds received from issuance of the Credit Agreement used to fund the acquisition of a majority interest in Bloomia.notes.

On February 22, 2024, the Company acquired majority ownership in Bloomia for a total purchase price of $53,360,000. Consideration comprised of $34,919,000 of cash paid, a $15,451,000 ofSeller seller bridge loansNote in lieu of cash, and $2,990,000 of equity issued of Tulp 24.1 which is reflected as noncontrolling interest within thesethe consolidated financial statements.statements appearing in Part II, Item 8 of this Annual Report on Form 10-K. The acquisition was funded through a combination of debt and cash on hand.hand from the sales of the former In-Store Marketing Business that is presented as discontinued operations in the consolidated statements of operations appearing in Part II, Item 8 of this Annual Report on Form 10-K.

As part of the financing of the Bloomia acquisition, Tulp 24.1 and Tulipa (the “Seller Note Borrowers”) entered into notesa payableSeller Note with Botman, Jansen, and Strengers (the “Seller Note Lenders”) with the sellers.sellers Notesof payableBloomia. forThe Seller Note was $12,750,000 havewith a term of five years, subject to requiring principal payments based on “excess cash flow” as defined.defined in the Seller Note. Interest under the Seller Note is at 8% per annum in the first year and increases annually thereafter by 2 percentage points. Notes payable for $2,700,000 were paid in full as of June 30, 2024.

Risks related to our contemplatedplan Rightsto Offering.use proceeds from the rights offering to settle debt at a discount.

On January 28, 2026, the Company changed its name to Bloomia Holdings, Inc. by filing an amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware. The name change became effective on January 28, 2026. As a result of the name change, effective February 2, 2026, the Company’s common stock, par value $0.01 per share, ceased trading on the Nasdaq Capital Market under the name Lendway, Inc. and under the ticker symbol “LDWY” and began trading on the Nasdaq Capital Market under the name Bloomia Holdings, Inc. and under new ticker symbol “TULP”. The CUSIP of the Common Stock did not change in connection with the name change or the ticker symbol change.

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 DecemberMarch 31, 20252026 represent the secondthird quarter of fiscal year 2026.

Bloomia was founded in the Netherlands and has grown to become a leader in the fresh cut tulip industry in the U.S. Bloomia nurtured over 90 million tulip stems in the twelve months ended June 30, 2025. Bloomia operates from three strategically positioned locations in the United States, the Netherlands, and South Africa, and also has a 30% interest in a greenhouse tulip business in Chile.

The following table sets forth, for the periods indicated, certain items in our condensed consolidated statements of operations and comprehensive (loss) income as a percentage of total revenue, net.

Three and SixNine Months Ended DecemberMarch 31, 20252026 Compared to Three and SixNine Months Ended DecemberMarch 31, 20242025

Revenue, Net. Revenue, net for the three months ended DecemberMarch 31, 20252026 and 20242025 was $6,739,000$14,436,000 and $6,192,000,$12,443,000, respectively. The increase is primarily due to higher prices in the current fiscal year. Stems sold were approximately 3% less than prior year due to lower Valentine’s Day sales, partially offset by the shift of Easter sales from April in the prior fiscal year to March of the current fiscal year.

Revenue, net for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 was $11,892,000$26,328,000 and $12,820,000,$25,263,000, respectively. The decrease in revenueincrease is due to higher prices in the current fiscal year. Stems sold were approximately 10% less than prior year due to a lower Valentine’s Day sales and the Company strategically growing more tulips earlier in the calendar year 2025 to meet higher demand near Mother’s Day,Day 2025, resulting in fewer stems to sell this fiscal year. Additionally, the Company purchased fewer Dutch bulbs in 2024, so there were less stems to grow atin July and August 2025. Stem sales benefited from the endshift of Easter sales from April in the prior fiscal year to March of the Dutchcurrent bulbfiscal season, which is typically July and August. These decreases were partially offset by higher prices.year.

Gross Margin. Gross margin for the three months ended DecemberMarch 31, 20252026 was $484,000,$2,861,000, or 7.2%19.8% as a percentage of revenue, compared to gross lossmargin of $582,000,$3,889,000, or (9.4)%,31.3% as a percentage of revenue, for the three months ended DecemberMarch 31, 2024.2025. The decrease is primarily due to lower stems sales in the current fiscal year benefittedof fromapproximately 3%. The Company raised prices in the current fiscal year to partially offset the increases in bulb costs and tariffs. This decline was partially offset by a $300,000$150,000 grant received fromin the U.S. federal government. The prior year includes unusually high bulb rot.period.

Gross margin for the sixnine months ended DecemberMarch 31, 20252026 was $424,000,$3,285,000, or 3.6%12.5% as a percentage of revenue, compared to $858,000,$4,747,000, or 6.7%,18.8% as a percentage of revenue, for the sixnine months ended DecemberMarch 31, 2024.2025. The Company strategicallysold acceleratedapproximately the growing of stems to meet spring demand, which led to10% less stems available for sale in the beginningcurrent of thefiscal year toresulting coverin fixeda costsdecrease suchin as rent, which reduced margin year over year.margin. This decline was partially offset by thea $450,000 grant received in the period, higher prices in the current year, and unusually high bulb rot in the prior year.period.

Sales, General and Administrative. Sales, general and administrative expenses for the three months ended DecemberMarch 31, 20252026 were $2,773,000$2,881,000 compared to $3,305,000$2,457,000 for the three months ended DecemberMarch 31, 2024.2025. The decreaseincrease is primarily due to aexpenses purchaseincurred accountingrelated adjustmentto our previously disclosed rights offering and provisionSeller forNote creditAmendments loss(see Note 6 in the priorcondensed year.consolidated Additionally,financial statements) as well as an increase in corporate overheadadministrative was higher last year due to timing.costs.

Sales, general and administrative expenses for the six months ended December 31, 2025 were $5,756,000 compared to $6,096,000 for the six months ended December 31, 2024. The decrease is due to a purchase accounting adjustment and provision for credit loss in the prior year Interest Expense, net. Interest expense for the three months ended DecemberMarch 31, 20252026 and 20242025 was $1,087,000$1,134,000 and $980,000,$970,000, respectively. Interest expense for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 was $1,909,000$3,043,000 and $1,780,000,$2,750,000, respectively. The increase for both periods is due to higher debt levels as the Company accruesaccrued interest on the sellerSeller note interest,Note, an increased aggregate balance of related party notes outstanding at increased interest rates, and an increase in the revolving credit facility with Associated Bank, N.A. year over year.

Income Taxes. For the three months ended DecemberMarch 31, 20252026 and 2024,2025, the Company’s effective income tax rate was 19.9%35.0% and 23.7%,20.2%, respectively. For the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, the Company’s effective income tax rate was 18.6%20.96% and 27.0%,27.9%, respectively. See Note 9 in the condensed consolidated financial statements.

Income from Discontinued Operations, net of Tax. For the three and sixnine months ended DecemberMarch 31, 2024,2025, income from discontinued operations of $22,000$10,000 and $88,000,$98,000, respectively, is a result of the reduction in the accrual for sales tax due to the expiration of the statute of limitations. The Company does not expect income or loss from discontinued operations in fiscal year 2026.

Net Income (Loss) Attributable to Noncontrolling Interest. The 18.6% noncontrolling interest in Tulp 24.1’s loss was $388,000income of $12,000 for the three months ended DecemberMarch 31, 20252026 compared to a lossincome of $397,000$178,000 for the three months ended DecemberMarch 31, 2024.2025. The 18.6% noncontrolling interest in Tulp 24.1’s loss was $899,000$887,000 for the sixnine months ended DecemberMarch 31, 20252026 compared to a loss of $664,000$486,000 for the sixnine months ended DecemberMarch 31, 2024.2025. The increaseincreased loss in both periods is primarily due to higherlower operatingnet lossesincome from Tulp 24.1’s continuing operations in eachboth period.periods.

Included below is a reconciliation of EBITDA to net (loss) income from continuing operations, the most directly comparable GAAP measure.

The Company has financed its operations with proceeds from sales of its tulips and credit draws. The Company’s liquidity varies during the year. The majority of cash is collected in the first half of the calendar year, and the majority of payments, primarily to purchase tulip bulbs, occur in the second half of the calendar year. At DecemberMarch 31, 2025,2026, the Company’s working capital (defined as current assets less current liabilities) was $9,613,000$4,796,000 compared to $1,089,000 at June 30, 2025. The increase is due to the Company purchasing approximately $12,100,000$14,600,000 worth of Dutch tulip bulbs since June 30 2025, of which $4,000,000 was financed through long-term notes.notes and $10,000,000 was financed through the revolving credit facility. These bulbs willhave bebeen grown into stems toand sold or will be sold in the next sixfour months. TheAs increasethe inCompany inventorycollects issales offsetreceipts byit lower accounts receivable dueplans to lowerpay salesdown duethe torevolver seasonality.which will decrease working capital as of fiscal year-end.

Operating Activities of Continuing Operations. Net cash used in operating activities during the sixnine months ended DecemberMarch 31, 20252026 was $11,424,000$11,148,000 compared to cash use of $9,034,000$7,297,000 in the sixnine months ended DecemberMarch 31, 2024.2025. The Company purchasespurchased the majority of its bulbs from growers in the Netherlands in the period.period, Bulbswhich arewere priced in Euro. The increase in cash used induring the nine months ended March 31, 2026 compared to the corresponding period of the prior fiscal year is due to an increase in the Euro price of bulbs purchased and the increase in the Euro to dollar rate. Additionally, the Company paid 15% tariffs on its bulb purchases in fiscal year 2026.

Investing Activities of Continuing Operations. Net cash used in investing activities during the sixnine months ended DecemberMarch 31, 20252026 was $137,000$292,000 compared to cash used of $505,000$573,000 in the sixnine months ended DecemberMarch 31, 2024.2025. Capital expenditures were primarily related to software in fiscal year 2026. Our low level of capital expenditures during the nine months ended March 31, 2026 compared to the corresponding period of the prior fiscal year is a result of our strategic decision to meet our operational needs through equipment leasing rather than outright ownership.

Financing Activities. Net cash provided by financing activities during the sixnine months ended DecemberMarch 31, 20252026 was $11,825,000.$11,663,000. The Company drew $10,000,000$10,315,000 on its revolving line of credit and entered into net related party notes of $4,000,000$3,150,000 primarily to purchase tulip bulbs in the sixnine months ended DecemberMarch 31, 2025.2026. Offsetting this increase was $900,000$1,350,000 of term loan payments. In the sixnine months ended DecemberMarch 31, 2024,2025, the Company drew $7,026,000 on its revolver and $3,500,000$3,750,000 in notes to fund bulb purchases. The increase reflects the higher average cost per bulb and the higher Euro rate.

On September 15, 2025, the Company, as parent guarantor, Tulp 24.1, as borrower, and each of Tulipa Acquisitie Holding B.V., Bloomia B.V., and Fresh Tulips, USA, as guarantors, entered into a Second Amendment to the existing Credit Agreement with Associated Bank, N.A. dated February 20, 20242024, andwhich was previously amended on October 16, 2024.2024, Under the Credit Agreement, (as amendedamended, (the “Credit Agreement”),. Under the original terms of the Credit Agreement, the Borrower received an $18,000,000 term loan and a $6,000,000 revolving credit facility. Pursuant to the Second Amendment, among other things, the revolving facility capacity was temporarily increased from $6,000,000 to $10,000,000 and the definition of eligible inventory will continue to include inventory in the Netherlands, in each case until April 30, 2026. The Company breached the senior cash flow leverage ratio and the fixed charge coverage ratio as of December 31, 2025, and expects to breach as of March 31, 2026. The Company received a waiver from the lender for both covenants for both periods. The Company expects to be in compliance with both covenant ratios of June 30, 2026. Commencing September 30, 2025, the interest rate for all loans under the facility will be based on a term SOFR rate for an interest period selected by the Company plus an applicable margin, with a range from 3.00% to 4.00% based on the Company’s cash flow leverage ratio. The Credit Agreement also contains other customary affirmative and negative covenants, including covenants that restrict the ability of Tulp 24.1 and its subsidiaries to incur additional indebtedness, dispose of significant assets and make distributions or pay dividends to the Company. The Credit Agreement contains customary events of default, the occurrence of which would permit the lenders to terminate their commitments and accelerate loans under the Credit Agreement, including failure to make payments under the credit facility, failure to comply with covenants in the Credit Agreement and other loan documents, cross default to other material indebtedness of Tulp 24.1 or any of its subsidiaries, failure of Tulp 24.1 or any of its subsidiaries to pay or discharge material judgments, bankruptcy of Tulp 24.1 or any of its subsidiaries, and change of control of the Company. Inclusive of the waivers, the Company expects to be in compliance with these financial covenants for at least the next twelve months.

As of March 31, 2026, the balance of the term loan under the Credit Agreement was $14,400,000 and the Company had an outstanding balance of $9,986,000 under the revolving credit facility. The term loan is repaid in quarterly installments of $450,000, which began in June 2024. The remaining outstanding balance will be repaid in full after five years. The scheduled maturity of the revolving facility is February 20, 2029.

On August 15, 2024, and as amended on September 27, 2024 and January 15, 2025, the Company entered into an unsecured Delayed Draw Term Note (the “2024 Note”) with Air T Inc. (“Air T”) pursuant to which Air T has agreed to advance from time to time until August 15, 2026, butinitially not on a revolving basis, up to $3,750,000 to fund the Company’s operations. In January 2026, the 2024 Note was amended to allow for borrowing on a revolving basis. The 2024 Note remainshad scheduleda tomaturity mature,date and all principal and accrued but unpaid interest will become due, onof August 15, 2029, subject to Air T’s right to demand payment on or after February 15, 2026. Air T Inc. beneficially owns greater than 10% of our outstanding common stock and is a member of a group of stockholders that collectively owns approximately 40% of our outstanding common stock. Amounts outstanding under the 2024 Note bearbore interest at a fixed rate of 8.0%, whichsubject mayto be increased bya 3.0% increase upon certain events of default, andpayable ison accruedthe andmaturity deferred until maturity.date. As of DecemberMarch 31, 2026 and June 30, 2025, the balanceCompany includinghad $2,500,000 and $3,350,000, respectively, of principal outstanding and $348,000 and $209,000, respectively, of paid-in-kind interest onoutstanding under the 2024 Note was $2,451,000. In January 2026, the 2024 Note was amended to allow for borrowing on a revolving basis. Pursuant to the amendment the Company borrowed $200,000 in January 2026 from Air T.Note.

On September 15, 2025, the Company entered into unsecured Promissory Notes (collectively, the “2025 Notes”) with Air T, AO Partners I, L.P. (“AO Partners Fund”), and Gary S. Kohler (“Kohler,” and, together with Air T and AO Partners Fund, the “Note Lenders”), pursuant to which the Note Lenders have agreed to lend toloaned the Company a total of $4,000,000, in the amounts of $1,100,156, $1,699,844, and $1,200,000, respectively. The $4,000,000 principal and $288,000 of accrued interest are included in total noncurrent liabilities on the condensed consolidated balance sheets as of March 31, 2026. Kohler is Chief Investment Officer and Portfolio Manager of BCCM Advisors, LLC, which beneficially owned approximately 9% of our outstanding common stock as of February 16, 2026. Proceeds from the notes2025 areNotes expected to bewere used to fund operationoperations of the Bloomia business. Amounts outstanding under the 2025 Notes bearbore interest at a fixed rate of 13.5% per year.year, Thepayable 2025at Notes arethe scheduled tomaturity maturedate and all principal and accrued but unpaid interest will become due onof June 1, 2027. The 2025 Notes restrictrestricted the Company’s ability to obtain additional indebtedness, either directly or through its subsidiaries, other than existing indebtedness and usual and customary indebtedness incurred in the operation of the Company’s business, which restrictionrestrictions maycould be waived by the Note Lenders holding a majority interest in the 2025 Notes. AsNo ofclosing Decemberor 31,origination 2025,fees thewere balancepaid includingto interestsany onNote the 2025 Notes was $4,161,000.Lender.

The Company expects that cash from operations combined with funds available under the Creditcredit Facility, the 2024 Note and the 2025 Notesfacility, will provide sufficient credit availability to support its ongoing operations, fund its debt service requirements, capital expenditures and working capital for at least the next 12 months.

Factors that could cause our estimates and assumptions as to future performance, and our actual results, to differ materially include the following: (1) our ability to complete the Rights Offering,compete, (2) our ability to compete, (3) concentration of revenue among a small number of customers, (43) dependency on Dutch tulip bulbs, (54) changes in interest rates, (65) ability to comply with the requirements of the Credit Agreement and operate within its restrictions, (76) economic and market conditions that may restrict or delay appropriate or desirable opportunities, (87) our ability to develop and maintain necessary processes and controls relating to our businesses, (98) reliance on one or a small number of employees, (109) our ability to generate enough cash or secure enough capital to execute our business plans, (1110) our ability to obtain seasonal workers, (1211) other economic, international, business, market, financial, competitive and/or regulatory factors affecting the Company’s businesses generally, (1312) exchange rate fluctuations, (1413) tariffs, and (1514) the availability of additional capital on desirable terms, if at all. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those set forth in this report and additional risks, if any,risks identified in our Transition Report on Form 10-KT, this and subsequent Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K filed with the SEC. Such forward-looking statements should be read in conjunction with the Company’s filings with the SEC. The Company assumes no responsibility to update the forward- looking statements contained in this report or the reasons why actual results would differ from those anticipated in any such forward-looking statement, other than as required by law.