Lendway Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934for the transition period from ___________ to ____________Commission File Number:001-13471 (Exact name of registrant as specified in its charter) 41-1656308(I.R.S. Employer Identification No.) 5000 West 36th Street,Suite220,Minneapolis,Minnesota55416(Address of principal executive offices; zip code)(763)392-6200(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes◻Noþ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and“emerging growth company” in Rule12b-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 withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.◻ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day ofthe registrant’s most recently completed second fiscal quarter (June 28, 2024) was approximately $3,907,000based upon the price of theregistrant’s Common Stock on such date. Number of shares outstanding of Common Stock, $0.01 par value, as of March 21, 2025 was1,769,599. TABLE OF CONTENTS PART I.PageItem 1.Business4Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments17Item 1C.Cybersecurity17Item 2.Properties17Item 3.Legal Proceedings17Item 4.Mine Safety Disclosures18PART II.Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities19Item 6.[Reserved]19Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations19Item 7A.Quantitative and Qualitative Disclosures About Market Risk28Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements With Accountants on Accounting andFinancial Disclosures29Item 9A.Controls and Procedures29Item 9B.Other Information30Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections30PART III.Item 10.Directors, Executive Officers and Corporate Governance31Item 11.Executive Compensation34Item 12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters39Item 13.Certain Relationships and Related Transactions and Director Independence41Item 14.Principal Accountant Fees and Services43PART IV.Item 15.Exhibits and Financial Statement Schedules43Item 16.Form 10-K Summary46SIGNATURES47 EXPLANATORY NOTE The Company’s Board of Directors has approved a change in the Company’s fiscal year end fromDecember 31 to June 30 of each calendar year. As a result of the change, the Company intends to filea transition report on Form 10-K for the six-month transition period starting January 1, 2025 andending June 30, 2025, wh