NASDAQ: TULP

BLOOMIA HOLDINGS, INC.

CIK 0000875355 · SIC 0100 · Agricultural Production-Crops

Micro Revenue $48M Assets $84M as of Oct 13, 2026

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, effective June 30, 2025. The change aligns the fiscal years of the Company with the Bloomia business and reflects the seasonality of the… About this business →

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10-K Filed Sep 21, 2026 · Period ending Jun 30, 2026

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8-K Filed Sep 21, 2026 · Period ending Sep 21, 2026

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10-Q Filed May 13, 2026 · Period ending Mar 31, 2026

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8-K Filed May 13, 2026 · Period ending May 13, 2026

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8-K Filed Apr 17, 2026 · Period ending Apr 13, 2026

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424B3 Filed Mar 27, 2026

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424B3 Filed Feb 18, 2026

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S-1/A Filed Feb 13, 2026

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10-Q Filed Feb 13, 2026 · Period ending Dec 31, 2025

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S-1 Filed Jan 23, 2026

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10-K Filed Mar 27, 2025 · Period ending Dec 31, 2024

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10-K/A Filed Apr 29, 2024 · Period ending Dec 31, 2023

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10-Q/A Filed Aug 23, 2021 · Period ending Mar 31, 2021

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Latest financial statements

From 10-K filed Sep 21, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Consolidated Statements of Operations

Description Year ended June 30, 2026 Six months ended June 30, 2025 Year ended December 31, 2024
Revenue, net 48,130,000 35,622,000 37,773,000
Cost of goods sold 40,241,000 26,342,000 31,264,000
Gross profit 7,889,000 9,280,000 6,509,000
Sales, general and administrative expenses 11,589,000 5,363,000 13,226,000
Goodwill impairment 11,122,000 — —
Intangible asset impairment 2,043,000 — —
Operating (loss) profit (16,865,000) 3,917,000 (6,717,000)
Foreign currency transaction loss (gain), net 419,000 366,000 (400,000)
Interest expense, net 3,652,000 1,905,000 2,969,000
Gain on settlement of debt (7,005,000) — —
Other expense (income), net 31,000 23,000 (56,000)
(Loss) income from continuing operations before income taxes (13,962,000) 1,623,000 (9,230,000)
Income tax benefit (579,000) (313,000) (2,329,000)
Net (loss) income from continuing operations (13,383,000) 1,936,000 (6,901,000)
Income from discontinued operations, net of tax — 33,000 224,000
Net (loss) income including noncontrolling interest (13,383,000) 1,969,000 (6,677,000)
Less: Net (loss) income attributable to noncontrolling interest (2,203,000) 473,000 (934,000)
Net (loss) income attributable to Bloomia Holdings, Inc. (11,180,000) 1,496,000 (5,743,000)
Other comprehensive (loss) income (foreign currency translation) (341,000) 932,000 (11,000)
Less: Comprehensive (loss) income attributable to noncontrolling interest (63,000) 173,000 (2,000)
Comprehensive (loss) income attributable to Bloomia Holdings, Inc. (11,458,000) 2,255,000 (5,752,000)
Net (loss) income per basic share attributable to Bloomia Holdings, Inc.:
Continuing operations (4.43) 0.83 (3.37)
Discontinued operations — 0.02 0.13
Basic earnings per share (4.43) 0.85 (3.24)
Net (loss) income per diluted share attributable to Bloomia Holdings, Inc.:
Continuing operations (4.43) 0.81 (3.37)
Discontinued operations — 0.02 0.13
Diluted earnings per share (4.43) 0.82 (3.24)
Weighted average shares used in calculation of net (loss) income per share:
Basic 2,521,000 1,770,000 1,770,000
Diluted 2,521,000 1,814,000 1,770,000

Consolidated Balance Sheets

Description As of June 30 2026 As of June 30 2025
Assets
Current assets:
Cash and cash equivalents 1,452,000 906,000
Accounts receivable net of allowances for credit losses of $108,000 and $122,000, respectively 5,791,000 5,124,000
Inventories 5,331,000 6,697,000
Prepaid expenses and other current assets 5,330,000 2,122,000
Total current assets 17,904,000 14,849,000
Noncurrent assets
Property and equipment, net 10,087,000 11,433,000
Equity-method investment 192,000 216,000
Goodwill — 11,128,000
Intangible assets, net 21,238,000 24,806,000
Operating lease right-of-use assets 32,699,000 34,128,000
Finance lease right-of-use assets 1,934,000 310,000
Long-term receivable 120,000 240,000
Other assets 257,000 814,000
Total noncurrent assets 66,527,000 83,075,000
Total assets 84,431,000 97,924,000
Liabilities and Stockholders’ equity
Current liabilities:
Accounts payable 2,709,000 1,748,000
Accrued compensation 479,000 385,000
Accrued expenses and other current liabilities 3,740,000 4,934,000
Current portion of operating lease liabilities 1,407,000 1,193,000
Current portion of finance lease liabilities 388,000 71,000
Current portion of debt 1,870,000 1,870,000
Related party note payable — 3,559,000
Total current liabilities 10,593,000 13,760,000
Long-term liabilities:
Operating lease liabilities, net of current portion 32,509,000 33,709,000
Finance lease liabilities, net of current portion 1,667,000 254,000
Long-term debt, net 18,807,000 28,354,000
Related party notes payable 1,025,000 —
Deferred tax liabilities, net 6,040,000 7,010,000
Total long-term liabilities 60,048,000 69,327,000
Commitments and contingencies (Note 15)
Stockholders’ equity
Common stock, par value $0.01:
Authorized shares - 10,000,000 at June 30, 2026 and 5,714,000 at June 30, 2025
Issued and outstanding shares 4,831,000 at June 30, 2026 and 1,770,000 at June 30, 2025 48,000 17,000
Additional paid-in capital 28,880,000 16,278,000
Accumulated other comprehensive income 472,000 750,000
Accumulated deficit (16,088,000) (4,908,000)
Total stockholders’ equity attributable to Bloomia Holdings, Inc. 13,312,000 12,137,000
Equity from noncontrolling interest 478,000 2,700,000
Total Stockholders’ equity 13,790,000 14,837,000
Total Liabilities and Stockholders’ equity 84,431,000 97,924,000

Consolidated Statements of Cash Flows

Description Year ended June 30, 2026 Six months ended June 30, 2025 Year ended December 31, 2024
Operating Activities
Net (loss) income including noncontrolling interest (13,383,000) 1,969,000 (6,677,000)
Adjustments to reconcile net (loss) income including noncontrolling interest to net cash (used in) provided by operating activities:
Depreciation and amortization 3,629,000 1,683,000 2,641,000
Amortization of deferred financing costs 103,000 53,000 95,000
Gain on settlement of debt (7,005,000) — —
Goodwill impairment 11,122,000 — —
Intangible asset impairment 2,043,000 — —
Provision for credit loss 40,000 24,000 108,000
Provision for inventory 562,000 — —
Stock-based compensation expense 45,000 42,000 60,000
Non-cash paid in-kind interest expense 1,683,000 874,000 1,400,000
Non-cash operating lease expense 450,000 241,000 1,278,000
Deferred income taxes (970,000) (632,000) (3,080,000)
Equity method investment loss (income) 17,000 — (37,000)
Other non-cash items — (145,000) 84,000
Increase (decrease) in cash resulting from changes in:
Accounts receivable, net (707,000) (2,905,000) 1,079,000
Inventories 804,000 6,306,000 (877,000)
Prepaid expenses and other current and noncurrent assets (2,676,000) (1,363,000) 325,000
Accounts payable 1,073,000 (1,372,000) 1,257,000
Accrued compensation 93,000 (105,000) (1,980,000)
Accrued expenses and other current liabilities (904,000) 3,332,000 204,000
Net cash (used in) provided by operating activities of continuing operations (3,981,000) 8,002,000 (4,120,000)
Net cash provided by operating activities of discontinued operations — — 68,000
Net cash (used in) provided by operating activities (3,981,000) 8,002,000 (4,052,000)
Investing Activities
Purchases of property and equipment (433,000) (279,000) (1,170,000)
Acquisition of Bloomia, net of cash acquired — — (34,178,000)
Receipts of escrow receivable — — 200,000
Net cash used in investing activities (433,000) (279,000) (35,148,000)
Financing Activities
Proceeds from term loan — — 18,000,000
Proceeds from revolving debt 10,315,000 — 13,026,000
Proceeds from related party note 5,350,000 250,000 3,500,000
Repayments of seller note (5,846,000) — (2,700,000)
Repayments of term loan (1,800,000) (900,000) —
Repayments of related party note (1,200,000) (400,000) —
Repayments of revolving debt (6,319,000) (7,961,000) (5,065,000)
Repayments of long-term debt (69,000) (33,000) (1,350,000)
Principal payments on finance lease liabilities (120,000) (39,000) (16,000)
Payment of financing costs — — (513,000)
Proceeds from issuances of common stock 5,022,000 — —
Net cash provided by (used in) financing activities 5,333,000 (9,083,000) 24,882,000
Effect of exchange rate changes on cash (373,000) 507,000 —
Net increase (decrease) in cash and cash equivalents 546,000 (853,000) (14,318,000)
Cash and cash equivalents, beginning of period 906,000 1,759,000 16,077,000
Cash and cash equivalents, end of period 1,452,000 906,000 1,759,000
Supplemental cash flow information
Cash paid for interest 1,878,000 904,000 1,626,000
Cash paid for income taxes, net of tax refunds 466,000 191,000 694,000
Non-cash investing and financing activities
Non-cash purchase consideration Equity issuance of noncontrolling interest — — 2,990,000
Non-cash purchase consideration Seller notes — — 15,451,000
Purchase of property and equipment included in accounts payable 8,000 57,000 —
Capitalized software included in accounts payable — 43,000 —
Purchase of property and equipment included in debt 61,000 — 150,000
Debt extinguished through non-cash equity transactions 7,609,000 — —

Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

About BLOOMIA HOLDINGS, INC.

Source: Item 1 (Business) from the 10-K filed September 21, 2026. Description as filed by the company with the SEC.

Item 1. Business

Year-End

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, effective June 30, 2025. The change aligns the fiscal years of the Company with the Bloomia business and reflects the seasonality of the Bloomia business. In this Annual Report on Form 10-K, the twelve-month period ended June 30, 2026 is referred to as “Year Ended June 30, 2026”, the six-month transition period from January 1, 2025 to June 30, 2025 is referred to as “Six Months Ended June 30, 2025”, and the twelve-month period ended December 31, 2024 is referred to as “Year Ended December 31, 2024.”

Name Change

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. 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 our common stock did not change in connection with the name change or the ticker symbol change.

General

This Annual Report on Form 10-K is being filed by the registrant, Bloomia Holdings, Inc. (“Bloomia Holdings,” “we,” “us,” “our” and the “Company”), a Delaware corporation. The Company was initially organized as a Minnesota corporation in 1990. On August 4, 2023, the Company converted from a Minnesota corporation to a Delaware corporation. Our common stock trades under the symbol “TULP” on The Nasdaq Stock Market LLC.

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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, collectively referred to as “Bloomia.” Bloomia is a significant producer of fresh cut tulips (“stems”) in the U.S.

On February 22, 2024, the Company acquired Bloomia 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”). Bloomia is one of the largest producers of fresh cut tulips in the United States, nurturing over 90 million stems annually. Bloomia purchases tulip bulbs, hydroponically grows tulips from the bulbs, and sells the stems to retail stores.

The purchase of Bloomia was financed, partially with funds from the sale of the Company’s legacy business of providing in-store advertising solutions (the “In-Store Marketing Business”) for a price of $3,500,000. The operations of the In-Store Marketing Business are presented as discontinued operations in the Six Months Ended June 30, 2025 and Year Ended December 31, 2024. See Note 5 to the consolidated financial statements appearing in