Chief Executive Officer

0000897069-25-000713.txt : 20250331 0000897069-25-000713.hdr.sgml : 20250331 20250331173326 ACCESSION NUMBER: 0000897069-25-000713 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250331 DATE AS OF CHANGE: 20250331 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LENDWAY, INC. CENTRAL INDEX KEY: 0000875355 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] ORGANIZATION NAME: 08 Industrial Applications and Services EIN: 411656308 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43578 FILM NUMBER: 25795321 BUSINESS ADDRESS: STREET 1: 5000 WEST 36TH STREET STREET 2: SUITE 220 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 7633926200 MAIL ADDRESS: STREET 1: 5000 WEST 36TH STREET STREET 2: SUITE 220 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER COMPANY: FORMER CONFORMED NAME: INSIGNIA SYSTEMS INC/MN DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIR T INC CENTRAL INDEX KEY: 0000353184 STANDARD INDUSTRIAL CLASSIFICATION: AIR COURIER SERVICES [4513] ORGANIZATION NAME: 01 Energy & Transportation EIN: 521206400 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 11020 DAVID TAYLOR DRIVE STREET 2: SUITE 305 CITY: CHARLOTTE STATE: NC ZIP: 28262 BUSINESS PHONE: 980-595-2840 MAIL ADDRESS: STREET 1: 11020 DAVID TAYLOR DRIVE STREET 2: SUITE 305 CITY: CHARLOTTE STATE: NC ZIP: 28262 FORMER COMPANY: FORMER CONFORMED NAME: AIR TRANSPORTATION HOLDING CO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTA EXPRESS AIRLINE CORP DATE OF NAME CHANGE: 19840321 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0000897069-21-000538 0000353184 XXXXXXXX LIVE 19 Common Stock, par value of $0.01 per share 03/27/2025 false 0000875355 45765Y204 LENDWAY, INC.

11020 David Taylor Drive Suite 305 Charlotte NC 28262

AIR T INC 980.595.2840 11020 David Taylor Drive Suite 305 Charlotte NC 28262 Copy to: Peter D. Fetzer 414.297.5596 Foley & Lardner LLP 777 East Wisconsin Avenue, Suite 3800 Milwaukee WI 53202-5306 0000353184 AIR T INC b WC MN 486819 0 486819 0 486819 Y 27.5 CO 0001617807 Groveland Capital LLC b WC DE 0 60284 0 60284 60284 Y 3.4 OO 0001542769 AO Partners I, LP b WC DE 0 139444 0 139444 139444 Y 7.9 PN 0001549244 AO Partners LLC b WC DE 0 139444 0 139444 139444 Y 7.9 OO Y Glenhurst Co. b WC MN 11428 0 11428 0 11428 Y 0.6 OO 0001478067 Swenson Nicholas John b PF X1 13166 199728 13166 199728 212894 Y 12 IN Common Stock, par value of $0.01 per share LENDWAY, INC. 11020 David Taylor Drive Suite 305 Charlotte NC 28262 This Amended Schedule 13D is being filed jointly by Air T, Inc. and the Swenson Group. The parties identified in the list below constitute the "Swenson Group": 1. Groveland Capital LLC, a Delaware limited liability company ("Groveland Capital"). 2. AO Partners I, L.P., a Delaware limited partnership ("AO Partners Fund"). 3. AO Partners, LLC, a Delaware limited liability company and General Partner of AO Partners Fund ("AO Partners"). 4. Glenhurst Co., a Minnesota corporation ("Glenhurst"). 5. Nicholas J. Swenson as the Managing Member of Groveland Capital and AO Partners; as the sole owner of Glenhurst; and as an individual beneficially owning shares of Common Stock in his own name. Nicholas J. Swenson is the Chief Executive Officer of Air T, Inc., a Delaware corporation ("Air T"). Mr. Swenson also serves as a director of Air T. By virtue of Mr. Swenson serving on the Board of Directors of Air T and as the Chief Executive Officer of Air T, and by virtue of Mr. Swenson's control of the Swenson Group, Air T and the Swenson Group may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, Air T and the Swenson Group expressly disclaim membership in a group, as Mr. Swenson does not possess voting or dispositive power over the shares of Common Stock held by Air T. Each of the persons identified herein is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement that was previously filed. The Reporting Persons are filing this Amended Schedule 13D jointly, as they may be considered a "group" under Section 13(d)(3) of the Exchange Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists. The securities reported herein as being beneficially owned by Air T do not include any securities held by any member of the Swenson Group. The securities reported herein as being beneficially owned by the Swenson Group do not include any securities held by Air T. Information regarding the identity and background of each executive officer and director of Air T is set forth on Schedule A to this Amended Schedule 13D. Each of the individuals identified on Schedule A to this Statement is a U.S. citizen. The principal business address of each of AO Partners Fund, AO Partners, Groveland Capital, Glenhurst and Mr. Swenson is 3033 Excelsior Blvd., Suite 560, Minneapolis, MN 55416. The principal business address of Air T is 11020 David Taylor Drive, Suite 305, Charlotte, North Carolina 28262. Each of AO Partners Fund, AO Partners, Groveland Capital and Glenhurst are engaged in various interests, including investments. The principal occupation of Mr. Swenson is serving as the President, Chief Executive Officer and Chairman of the board of directors of Air T. Mr. Swenson is also a private investor and the founder and managing member of Groveland, and the managing member of AO Partners, which is the general partner of AO Partners Fund. The principal business of Air T is serving as a diversified holding company providing overnight air cargo, aviation ground equipment, commercial jet engines and parts, and other related items. None of the Reporting Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons' knowledge, any individuals identified on Schedule A to this Statement has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons' knowledge, any individuals identified on Schedule A to this Statement has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Swenson is a citizen of the United States of America. The total cost for purchasing the Common Stock reported as owned by the Reporting Persons, excluding brokerage commissions, was approximately $7,371,211 in the aggregate. The source of these funds was working capital or personal funds, as applicable. The Reporting Persons purchased the Common Stock for investment purposes. The Reporting Persons may in the future acquire additional shares of Common Stock of the Company or dispose of some or all of the shares of Common Stock of the Company held by them in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law. The Reporting Persons may engage in short selling or hedging or similar transactions with respect to the shares of Common Stock, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law. On August 15, 2024, the Issuer entered into a Delayed Draw Term Note with Air T in the principal amount of $2.500,000. Pursuant to the terms of the Note, the Issuer may request from time to time prior to August 15, 2026, and Air T, may make one or more loans. The loans are solely to be used to (i) fund the operations and growth of the Issuer's business and (ii) pay transaction fees and expenses related to the note. The entire principal amount outstanding on the loans, together with accrued and unpaid interest thereon is due and payable in full on the earlier of (i) August 15, 2029, (ii) Issuer's receipt of a written demand by Air T delivered on or after February 15, 2026. and (iii) such earlier date as all principal owing thereunder becomes due and payable by acceleration or otherwise (the "Maturity Date"). The Borrower may prepay any loan outstanding, together with accrued and unpaid interest on such loan, at any time without prepayment or penalty and amounts paid or prepaid in respect of any loan may not be reborrowed. Each loan made under the note bears interest, beginning on the date such loan is advanced by the Air T to the Issuer, at a rate per annum equal to 8% as of the date of each loan. All accrued and unpaid interest on the loans is due and payable by the Borrower on the Maturity Date; provided that any default interest due under the loan is payable on demand. The obligations of the Issuer under this note rank and shall continue to rank at least senior in priority of payment to all subordinated indebtedness and all senior unsecured indebtedness of the Issuer. On September 27, 2024, the Issuer entered into an Amended and Restated Delayed Draw Term Note with Air T (the "Amended Note"). The Amended Note amends, restates, replaces and supersedes the prior Delayed Draw Term Note, dated as of August 15, 2024. The terms of the Amended Note remain essentially the same as the prior Delayed Draw Term Note except that the principal amount of the note was increased to $3,500,000. To the extent the actions described herein may be deemed to constitute a "control purpose" with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder. the Reporting Persons have such a purpose. Except as noted in this Amended Schedule 13D, none of the Reporting Persons currently has any plans or proposals, which relate to. or would result in. any of the matters referred to in paragraphs (a) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. The Reporting Persons beneficially own in the aggregate 699,713 shares of Common Stock, which represents approximately 39.5% of the Company's outstanding shares of Common Stock. The percentage ownership interests reported herein are based on 1,769,599 shares of Common Stock outstanding on March 21, 2025, as reported in the Issuer's Annual Report on Form 10-K, for the year ended December 31, 2024, filed on March 27, 2025. The following sets forth the aggregate ownership information for each of the Reporting Persons. Name of Reporting Person: Air-T Aggregate Number of Shares Beneficially Owned: 486,819 Percentage of Outstanding: 27.5% Name of Reporting Person: Groveland Capital Aggregate Number of Shares Beneficially Owned: 60,284 Percentage of Outstanding: 3.4% Name of Reporting Person: AO Partners Fund Aggregate Number of Shares Beneficially Owned: 139,444 Percentage of Outstanding: 7.9% Name of Reporting Person: AO Partners Aggregate Number of Shares Beneficially Owned: 139,444 Percentage of Outstanding: 7.9% Name of Reporting Person: Glenhurst Co. Aggregate Number of Shares Beneficially Owned: 11,428 Percentage of Outstanding: 0.6% Name of Reporting Person: Nicholas J. Swenson Aggregate Number of Shares Beneficially Owned: 212,894 Percentage of Outstanding: 12.0% The following list sets forth the ownership information for each of the Reporting Persons: Name of Reporting Person: Air-T Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 486,819 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: None Additional Information: Air T has sole voting and dispositive power with regard to the shares of Common Stock that it holds. Mr. Swenson serves on the Board of Directors of Air T and is the Chief Executive Officer of Air T. Name of Reporting Person: Groveland Capital Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 60,284 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: None Additional Information: Groveland Capital is an investment adviser and has voting and dispositive power with regard to the shares of Common Stock. Because Mr. Swenson is the Managing Member of Groveland Capital, he has the power to direct the affairs of Groveland Capital. Therefore, Groveland Capital may be deemed to share with Mr. Swenson voting and dispositive power with regard to the shares of Common Stock held by Groveland Capital. Name of Reporting Person: AO Partners Fund Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 139,444 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: None Name of Reporting Person: AO Partners Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 139,444 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: None Additional Information: AO Partners is the General Partner of AO Partners Fund and, as General Partner, has voting and dispositive power with regard to the shares of Common Stock held by AO Partners Fund. Because Mr. Swenson is the Managing Member of AO Partners, he has the power to direct the affairs of AO Partners. Therefore, AO Partners may be deemed to share with Mr. Swenson voting and dispositive power with regard to the shares of Common Stock held by AO Partners Fund. Name of Reporting Person: Glenhurst Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 11,428 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: None Additional Information: Because Mr. Swenson is the sole owner of Glenhurst, he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares of Common Stock held in the name of Glenhurst. Name of Reporting Person: Nicholas J. Swenson Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 13,166 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 199,728 Additional Information: Because Mr. Swenson is the Managing Member of AO Partners, the General Partner of AO Partners Fund, he has the power to direct the affairs of AO Partners Fund, including the voting and disposition of shares of Common Stock held in the name of AO Partners Fund. Because Mr. Swenson is the Managing Member of Groveland Capital, he has the power to direct the affairs of Groveland Capital, including the voting and disposition of shares of Common Stock held in the name of Groveland Capital. Because Mr. Swenson is the sole owner of Glenhurst, he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares of Common Stock held in the name of Glenhurst. Since the last filed amended Schedule 13D, no Reporting Person has effected transactions in the Common Stock. No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by any Reporting Person. NA Information set forth in Item 4 is incorporated herein by reference. Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment Schedule 13D. With respect to AO Partners Fund, AO Partners is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. Mr. Swenson is indemnified by AO Partners Fund, AO Partners, Groveland Capital and and Glenhurst for liabilities he may incur in connection with his duties for the Swenson Group. AO Partners Fund secured a bank loan, pursuant to which it has pledged 139,444 shares of Common Stock, along with additional securities and collateral owned by AO Partners Fund, as collateral for the loan. The loan was obtained in the ordinary course of business. Other than the foregoing agreements and arrangements, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer. 99.1 Joint Filing Agreement: Previously Filed. 99.2 Schedule A Identity and Background Related Parties: Filed Herewith. AIR T INC /s/ Nicholas John Swenson Chief Executive Officer 03/28/2025 Groveland Capital LLC /s/ Nicholas John Swenson Managing Member 03/28/2025 AO Partners I, LP /s/ Nicholas John Swenson Managing Member of General Partner 03/28/2025 AO Partners LLC /s/ Nicholas John Swenson Managing Member 03/28/2025 Glenhurst Co. /s/ Nicholas John Swenson Sole Owner 03/28/2025 Swenson Nicholas John /s/ Nicholas John Swenson Individual 03/28/2025 EX-99.2 2 ex992.htm

Exhibit 99.2

Schedule A

Identity and Background of Executive Officers of Air T, Inc.

Name	Business Address	Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted
Nicholas J. Swenson	11020 David Taylor Drive Suite 305 Charlotte, NC 28262	Chairman, President and Chief Executive Officer Air T, Inc. 11020 David Taylor Drive Suite 305 Charlotte, NC 28262
	5000 West 36th Street, Suite 130 Minneapolis, MN 55416	Managing Member Groveland Capital LLC 5000 West 36th Street, Suite 130 Minneapolis. MN 55416
Tracy Kennedy	11020 David Taylor Drive Suite 305 Charlotte, NC 28262	Interim Chief Principal Accounting Officer and Treasurer Air T, Inc. 11020 David Taylor Drive Suite 305 Charlotte, NC 28262

Identity and Background of Directors of Air T, Inc.

Name	Business Address		Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted
Nicholas J. Swenson	See above.		See above.
Raymond E. Cabillot	11020 David Taylor Drive Suite 305 Charlotte. NC 28262		Chief Executive Officer Farnam Street Capital, Inc. 5850 Opus Parkway Pondview Plaza, Suite 240 Minnetonka, MN 55343 Farnam Street Capital, Inc. is the general partner of Farnam Street Partners L.P., a private investment partnership.
Name		Business Address		Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted
William R. Foudray		11020 David Taylor Drive Suite 305 Charlotte, NC 28262		Executive Vice President Peoples Bank 1701 S. Main Ave. Sioux Center, IA 51250 Peoples Bank is a full service community bank.
Gary S. Kohler		11020 David Taylor Drive Suite 305 Charlotte, NC 28262		Chief Investment Officer, Portfolio Manager and Managing Partner Blue Clay Capital Management, LLC 5000 West 36th Street, Suite 115 Minneapolis, MN 55416 Blue Clay Capital Management, LLC is an investment management firm.
Peter McClung		11020 David Taylor Drive Suite 305 Charlotte, NC 28262		Founder Blankspace Social. LLC Blankspace.app/contact Blankspace is a customizable, personalized. tailored social media company.
Travis Swenson		11020 David Taylor Drive Suite 305 Charlotte, NC 28262		Chief Financial Officer and Senior Vice President Colliers Mortgage Holdings, Inc. and Colliers Securities 90 South Seventh Street. Suite 4300 Minneapolis, Minnesota 55402 Colliers is the holding company of a full-service commercial real estate services firm and Colliers Securities is a registered broker- dealer.
Jamie Thingelstad _i		11020 David Taylor Drive Suite 305 Charlotte, NC 28262		Chief Technology Officer SPS Commerce, Inc. 333 South Seventh Street Suite 1000 Minneapolis, MN 55402 SPS Commerce is a PS Commerce is a provider of cloud-based supply chain management services across its global retail network.