{"version":"company-facts.v1","source":"https://secwatch.observer","generated_at":"2026-07-15T01:24:12.541131+00:00","company":{"ticker":"TULP","cik":875355,"company_name":"BLOOMIA HOLDINGS, INC."},"pagination":{"limit":100,"returned":54,"next_cursor":null},"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer","counterparties":{"contract_counterparty":[{"display_name":"Associated Bank, N.A.","detail":"credit_facility","count":1,"first_seen":"2024-02-26T23:59:59+00:00","last_seen":"2024-02-26T23:59:59+00:00","evidence_fact_ids":[72230]},{"display_name":"Botman Bloembollen B.V., Mr. W.J. Jansen, Mr. H.J. Strengers","detail":"credit_facility","count":1,"first_seen":"2026-01-23T23:59:59+00:00","last_seen":"2026-01-23T23:59:59+00:00","evidence_fact_ids":[34670]},{"display_name":"Botman Bloembollen B.V., Mr. W.J. Jansen, and Mr. H.J. 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The U.S. Subsidiary funded the closing payments through: (i) approximately $22.8 million aggregate borrowings under the Credit Agreement (as defined below); (ii) $12.8 million","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-24-002175","anchor_url":"https://secwatch.observer/filing/0001654954-24-002175#claim-d597d88355418f1cd15c99143c94520466f7d7e0","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm"},{"fact_type":"debt_financing","fact_key":"a13de5c65e4878a55843caf86c33095c333c21d2","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2024-02-26T23:59:59+00:00","payload":{"counterparty":"Botman","effective_date":"2024-02-22","event":"incurrence","instrument_type":"loan","interest_rate_text":null,"item_codes_triggered":["2.03"],"maturity_text":null,"principal_text":"$2.7 million"},"claim":"BLOOMIA HOLDINGS, INC. incurred loan of $2.7 million with Botman.","evidence_excerpt":"The U.S. Subsidiary funded the closing payments through: (i) approximately $22.8 million aggregate borrowings under the Credit Agreement (as defined below); (ii) $12.8 million pursuant to bridge loan, of which approximately $12.1 million was provided to the Dutch Subsidiary by Botman, approximately $400,000 was provided to the U.S. Subsidiary by Jansen, and $260,000 was provided to the Dutch Subsidiary by Strengers (“Bridge Loan 1”); (iii) a second bridge loan in the principal amount of $2.7 million provided by Botman to the Dutch Subsidiary (“Bridge Loan 2”, together with Bridge Loan 1, the “Bridge Loans”), and (iv) cash on hand.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-24-002175","anchor_url":"https://secwatch.observer/filing/0001654954-24-002175#claim-a13de5c65e4878a55843caf86c33095c333c21d2","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm"},{"fact_type":"debt_financing","fact_key":"46db5e9bc1004abab61bb31e9ddd3bf60064c1f7","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2024-02-26T23:59:59+00:00","payload":{"counterparty":"Jansen","effective_date":"2024-02-22","event":"incurrence","instrument_type":"loan","interest_rate_text":null,"item_codes_triggered":["2.03"],"maturity_text":null,"principal_text":"approximately $400,000"},"claim":"BLOOMIA HOLDINGS, INC. incurred loan of approximately $400,000 with Jansen.","evidence_excerpt":"The U.S. Subsidiary funded the closing payments through: (i) approximately $22.8 million aggregate borrowings under the Credit Agreement (as defined below); (ii) $12.8 million pursuant to bridge loan, of which approximately $12.1 million was provided to the Dutch Subsidiary by Botman, approximately $400,000 was provided to the U.S. Subsidiary by Jansen, and $260,000 was provided to the Dutch Subsidiary by Strengers (“Bridge Loan 1”); (iii) a second bridge loan in the principal amount of $2.7 million provided by Botman to the Dutch Subsidiary (“Bridge Loan 2”, together with Bridge Loan 1, the “Bridge Loans”), and (iv) cash on hand.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-24-002175","anchor_url":"https://secwatch.observer/filing/0001654954-24-002175#claim-46db5e9bc1004abab61bb31e9ddd3bf60064c1f7","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm"},{"fact_type":"debt_financing","fact_key":"4fccba23fa654485a5581fc9e0c63deeb89ade49","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2024-02-26T23:59:59+00:00","payload":{"counterparty":"Botman","effective_date":"2024-02-22","event":"incurrence","instrument_type":"loan","interest_rate_text":null,"item_codes_triggered":["2.03"],"maturity_text":null,"principal_text":"approximately $12.1 million"},"claim":"BLOOMIA HOLDINGS, INC. incurred loan of approximately $12.1 million with Botman.","evidence_excerpt":"The U.S. Subsidiary funded the closing payments through: (i) approximately $22.8 million aggregate borrowings under the Credit Agreement (as defined below); (ii) $12.8 million pursuant to bridge loan, of which approximately $12.1 million was provided to the Dutch Subsidiary by Botman, approximately $400,000 was provided to the U.S. Subsidiary by Jansen, and $260,000 was provided to the Dutch Subsidiary by Strengers (“Bridge Loan 1”); (iii) a second bridge loan in the principal amount of $2.7 million provided by Botman to the Dutch Subsidiary (“Bridge Loan 2”, together with Bridge Loan 1, the “Bridge Loans”), and (iv) cash on hand.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-24-002175","anchor_url":"https://secwatch.observer/filing/0001654954-24-002175#claim-4fccba23fa654485a5581fc9e0c63deeb89ade49","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm"},{"fact_type":"debt_financing","fact_key":"75bf8f2701ec65f83ffdacc6d7851f6a5ff0817c","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2024-02-26T23:59:59+00:00","payload":{"counterparty":"Associated Bank, N.A.","effective_date":"2024-02-20","event":"incurrence","instrument_type":"revolving_credit","interest_rate_text":null,"item_codes_triggered":["2.03"],"maturity_text":null,"principal_text":"$6,000,000 revolving facility"},"claim":"BLOOMIA HOLDINGS, INC. incurred revolving credit of $6,000,000 revolving facility with Associated Bank, N.A..","evidence_excerpt":"On February 20, 2024, the Company entered into a Credit Agreement as the parent guarantor, together with the U.S. Subsidiary, as borrower (the “Borrower”), the Dutch Subsidiary, as a guarantor, and, effective immediately upon the consummation of the Purchase Agreement, Bloomia, and Fresh Tulips USA, LLC, a Virginia limited liability company, as guarantors, with Associated Bank, N.A., a national banking association, as agent for itself and the other lenders from time to time party thereto (the “Credit Agreement”). Under the Credit Agreement, the lenders funded $18,000,000 in term loans to fund the Borrower’s acquisition of Bloomia. The Credit Agreement also contains a $6,000,000 revolving facility, which may be used by the Borrower for general business purposes and working capital.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001654954-24-002175","anchor_url":"https://secwatch.observer/filing/0001654954-24-002175#claim-75bf8f2701ec65f83ffdacc6d7851f6a5ff0817c","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm"},{"fact_type":"debt_financing","fact_key":"6c8c7e60ad299d351e280b43316661448b465345","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2024-02-26T23:59:59+00:00","payload":{"counterparty":"Associated Bank, N.A.","effective_date":"2024-02-20","event":"incurrence","instrument_type":"credit_facility","interest_rate_text":"Term SOFR for an interest period of one month plus 3.0%","item_codes_triggered":["2.03"],"maturity_text":"repaid in full after five years","principal_text":"$18,000,000 in term loans"},"claim":"BLOOMIA HOLDINGS, INC. incurred credit facility of $18,000,000 in term loans with Associated Bank, N.A. at Term SOFR for an interest period of one month plus 3.0% maturing repaid in full after five years.","evidence_excerpt":"On February 20, 2024, the Company entered into a Credit Agreement as the parent guarantor, together with the U.S. Subsidiary, as borrower (the “Borrower”), the Dutch Subsidiary, as a guarantor, and, effective immediately upon the consummation of the Purchase Agreement, Bloomia, and Fresh Tulips USA, LLC, a Virginia limited liability company, as guarantors, with Associated Bank, N.A., a national banking association, as agent for itself and the other lenders from time to time party thereto (the “Credit Agreement”). Under the Credit Agreement, the lenders funded $18,000,000 in term loans to fund the Borrower’s acquisition of Bloomia. The Credit Agreement also contains a $6,000,000 revolving facility, which may be used by the Borrower for general business purposes and working capital. Borrowings under the Credit Agreement bear interest at a rate per annum equal to Term SOFR for an interest period of one month plus 3.0%.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001654954-24-002175","anchor_url":"https://secwatch.observer/filing/0001654954-24-002175#claim-6c8c7e60ad299d351e280b43316661448b465345","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm"},{"fact_type":"material_agreement","fact_key":"dde8af171f48596ccc9f694d15c6eadb710a95b6","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2024-02-26T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Credit Agreement","agreement_type":"credit_facility","counterparty":"Associated Bank, N.A.","effective_date":"2024-02-20","item_codes_triggered":["1.01"],"value_text":null},"claim":"BLOOMIA HOLDINGS, INC. entered into Credit Agreement with Associated Bank, N.A. (effective 2024-02-20).","evidence_excerpt":"On February 20, 2024, the Company entered into a Credit Agreement as the parent guarantor, together with the U.S. Subsidiary, as borrower (the “Borrower”), the Dutch Subsidiary, as a guarantor, and, effective immediately upon the consummation of the Purchase Agreement, Bloomia, and Fresh Tulips USA, LLC, a Virginia limited liability company, as guarantors, with Associated Bank, N.A., a national banking association, as agent for itself and the other lenders from time to time party thereto (the “Credit Agreement”).","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-24-002175","anchor_url":"https://secwatch.observer/filing/0001654954-24-002175#claim-dde8af171f48596ccc9f694d15c6eadb710a95b6","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm"},{"fact_type":"material_agreement","fact_key":"0a46a1d742fe28dfc5d948e113f5c46714d6b916","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2024-02-26T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Agreement for the Sale and Purchase of Shares","agreement_type":"asset_purchase","counterparty":"Botman Bloembollen B.V., W.F. 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(the “Company”) of his resignation from the Board effective as of September 30, 2023.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001654954-23-011653","anchor_url":"https://secwatch.observer/filing/0001654954-23-011653#claim-f3c1599ec5","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423011653/0001654954-23-011653-index.htm"},{"fact_type":"earnings_release","fact_key":"edac3454c21e8ab7e79b28140ca96880cb2bb691","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-08-10T23:59:59+00:00","payload":{"eps_text":null,"guidance_signal":"none","item_codes_triggered":["2.02"],"net_income_text":null,"period_text":"the second quarter ended June 30, 2023","report_date":"2023-08-10","result_type":"reported_results","revenue_text":null},"claim":"BLOOMIA HOLDINGS, INC. reported financial results for the second quarter ended June 30, 2023.","evidence_excerpt":"Lendway, Inc. issued a press release announcing the Company’s financial results for the three and six months ended June 30, 2023.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-010486","anchor_url":"https://secwatch.observer/filing/0001654954-23-010486#claim-edac3454c21e8ab7e79b28140ca96880cb2bb691","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423010486/0001654954-23-010486-index.htm"},{"fact_type":"governance_change","fact_key":"cabd088f4c7cda0b186350e74674f20c5e309667","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-08-09T23:59:59+00:00","payload":{"change_type":"bylaw_amendment","effective_date":"2023-08-04","item_codes_triggered":["5.03"],"summary_text":"Adoption of new bylaws in connection with reincorporation"},"claim":"BLOOMIA HOLDINGS, INC.: Adoption of new bylaws in connection with reincorporation (effective 2023-08-04).","evidence_excerpt":"In connection with the Reincorporation, the Company’s board of directors also adopted new bylaws (the “Bylaws”).","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-010389","anchor_url":"https://secwatch.observer/filing/0001654954-23-010389#claim-cabd088f4c7cda0b186350e74674f20c5e309667","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423010389/0001654954-23-010389-index.htm"},{"fact_type":"governance_change","fact_key":"e8f30334a4a333cabf46cdf76e502b21c085cf0b","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-08-09T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2023-08-04","item_codes_triggered":["5.03"],"summary_text":"Reincorporation from Minnesota to Delaware resulting in a new Certificate of Incorporation"},"claim":"BLOOMIA HOLDINGS, INC.: Reincorporation from Minnesota to Delaware resulting in a new Certificate of Incorporation (effective 2023-08-04).","evidence_excerpt":"Effective August 4, 2023, the Company changed its state of incorporation from the State of Minnesota to the State of Delaware (the “Reincorporation”) by means of a Plan of Conversion, effective August 4, 2023","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-010389","anchor_url":"https://secwatch.observer/filing/0001654954-23-010389#claim-e8f30334a4a333cabf46cdf76e502b21c085cf0b","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423010389/0001654954-23-010389-index.htm"},{"fact_type":"executive_change","fact_key":"477cdc9517","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-08-09T23:59:59+00:00","payload":{"action":"terminated","action_category":"departure","departure_tone":"routine","effective_date":"2023-08-31","interim":false,"role":"President and Chief Executive Officer","role_category":"ceo","successor_name":"Randy D. 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Glancy as President and Chief Executive Officer, effective August 4, 2023.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001654954-23-010389","anchor_url":"https://secwatch.observer/filing/0001654954-23-010389#claim-b59f21b230","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423010389/0001654954-23-010389-index.htm"},{"fact_type":"shareholder_vote","fact_key":"e0e1884bb8f67c1d788696ff9bdb79852bde1f3d","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-07-31T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-07-27","outcome":"failed","proposal_text":"Exculpation Proposal – adoption of officer exculpation provision in Delaware Certificate of Incorporation","proposal_type":"charter_amendment","results":[{"broker_non_votes":"436,085","subject":null,"votes_abstain":"2,880","votes_against":"9,469","votes_for":"843,947","votes_withheld":null}]},"claim":"BLOOMIA HOLDINGS, INC. shareholders rejected Exculpation Proposal – adoption of officer exculpation provision in Delaware Certificate of Incorporation at the 2023-07-27 meeting.","evidence_excerpt":"10. Exculpation Proposal. The proposal to approve adoption of an officer exculpation provision in the Company’s Delaware Certificate of Incorporation was not approved based on the following votes: For Against Abstain Broker Non-Votes 843,947 9,469 2,880 436,085","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-009844","anchor_url":"https://secwatch.observer/filing/0001654954-23-009844#claim-e0e1884bb8f67c1d788696ff9bdb79852bde1f3d","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm"},{"fact_type":"shareholder_vote","fact_key":"88a787508710b6f24ea96b9f931c33467425ebbd","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-07-31T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-07-27","outcome":"failed","proposal_text":"Exclusive Forum Proposal – adoption of exclusive forum provision in Delaware Bylaws","proposal_type":"charter_amendment","results":[{"broker_non_votes":"436,085","subject":null,"votes_abstain":"3,051","votes_against":"6,311","votes_for":"846,934","votes_withheld":null}]},"claim":"BLOOMIA HOLDINGS, INC. shareholders rejected Exclusive Forum Proposal – adoption of exclusive forum provision in Delaware Bylaws at the 2023-07-27 meeting.","evidence_excerpt":"9. Exclusive Forum Proposal. The proposal to approve the adoption of an exclusive forum provision in the Company’s Delaware Bylaws was not approved based on the following votes: For Against Abstain Broker Non-Votes 846,934 6,311 3,051 436,085","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-009844","anchor_url":"https://secwatch.observer/filing/0001654954-23-009844#claim-88a787508710b6f24ea96b9f931c33467425ebbd","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm"},{"fact_type":"shareholder_vote","fact_key":"ecec9d801b583079368d5f59e1b2e5d81c01e393","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-07-31T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-07-27","outcome":"passed","proposal_text":"Reincorporation Proposal – reincorporation from Minnesota to Delaware","proposal_type":"charter_amendment","results":[{"broker_non_votes":"436,085","subject":null,"votes_abstain":"3,060","votes_against":"5,237","votes_for":"847,999","votes_withheld":null}]},"claim":"BLOOMIA HOLDINGS, INC. shareholders approved Reincorporation Proposal – reincorporation from Minnesota to Delaware at the 2023-07-27 meeting.","evidence_excerpt":"8. Reincorporation Proposal. The proposal to approve the reincorporation of the Company from Minnesota to Delaware was approved based on the following votes: For Against Abstain Broker Non-Votes 847,999 5,237 3,060 436,085","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-009844","anchor_url":"https://secwatch.observer/filing/0001654954-23-009844#claim-ecec9d801b583079368d5f59e1b2e5d81c01e393","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm"},{"fact_type":"shareholder_vote","fact_key":"8d474ee96e579c5a2a9115cdbd987503cdd82427","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-07-31T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-07-27","outcome":"passed","proposal_text":"Adjournment Proposal – to approve adjournments if necessary to solicit additional proxies for the Asset Sale Proposal","proposal_type":"other","results":[{"broker_non_votes":null,"subject":null,"votes_abstain":"8,227","votes_against":"32,329","votes_for":"1,251,825","votes_withheld":null}]},"claim":"BLOOMIA HOLDINGS, INC. shareholders approved Adjournment Proposal – to approve adjournments if necessary to solicit additional proxies for the Asset Sale Proposal at the 2023-07-27 meeting.","evidence_excerpt":"7. Adjournment Proposal. The proposal to approve one or more adjournments of the Annual Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Asset Sale Proposal at the time of the Annual Meeting was approved based on the following votes: For Against Abstain 1,251,825 32,329 8,227","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-009844","anchor_url":"https://secwatch.observer/filing/0001654954-23-009844#claim-8d474ee96e579c5a2a9115cdbd987503cdd82427","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm"},{"fact_type":"shareholder_vote","fact_key":"cf11d64883baa94173cb41c962b045565bf38149","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-07-31T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-07-27","outcome":"passed","proposal_text":"Advisory Compensation Proposal – non-binding approval of specified compensation for named executive officers in connection with the Purchase Agreement","proposal_type":"say_on_pay","results":[{"broker_non_votes":"436,085","subject":null,"votes_abstain":"3,220","votes_against":"28,920","votes_for":"824,156","votes_withheld":null}]},"claim":"BLOOMIA HOLDINGS, INC. shareholders approved Advisory Compensation Proposal – non-binding approval of specified compensation for named executive officers in connection with the Purchase Agreement at the 2023-07-27 meeting.","evidence_excerpt":"6. Advisory Compensation Proposal. The proposal to approve, by a non-binding vote, specified compensation that may be received by our named executive officers in connection with the transactions contemplated by the Purchase Agreement received advisory approval based on the following votes: For Against Abstain Broker Non-Votes 824,156 28,920 3,220 436,085","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-009844","anchor_url":"https://secwatch.observer/filing/0001654954-23-009844#claim-cf11d64883baa94173cb41c962b045565bf38149","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm"},{"fact_type":"shareholder_vote","fact_key":"079367ba5af6c5fad35f7ca9286cbd8c58927c24","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-07-31T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-07-27","outcome":"passed","proposal_text":"Asset Sale Proposal – adoption of Asset Purchase Agreement with TIMIBO LLC","proposal_type":"merger_approval","results":[{"broker_non_votes":"436,085","subject":null,"votes_abstain":"3,419","votes_against":"2,711","votes_for":"850,166","votes_withheld":null}]},"claim":"BLOOMIA HOLDINGS, INC. shareholders approved Asset Sale Proposal – adoption of Asset Purchase Agreement with TIMIBO LLC at the 2023-07-27 meeting.","evidence_excerpt":"5. Asset Sale Proposal. The proposal to adopt the Asset Purchase Agreement, dated as of May 24, 2023 (the “Purchase Agreement”), by and between the Company and TIMIBO LLC, an affiliate of Park Printing, Inc. (“Park Printing”), was approved based on the following votes: For Against Abstain Broker Non-Votes 850,166 2,711 3,419 436,085","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-009844","anchor_url":"https://secwatch.observer/filing/0001654954-23-009844#claim-079367ba5af6c5fad35f7ca9286cbd8c58927c24","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm"},{"fact_type":"shareholder_vote","fact_key":"adb97f3d2b402de8a99ec3e9f14611ac9186274c","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-07-31T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-07-27","outcome":"passed","proposal_text":"Ratification of Auditor – Baker Tilly US, LLP","proposal_type":"auditor_ratification","results":[{"broker_non_votes":null,"subject":null,"votes_abstain":"6,698","votes_against":"2,048","votes_for":"1,283,635","votes_withheld":null}]},"claim":"BLOOMIA HOLDINGS, INC. shareholders approved Ratification of Auditor – Baker Tilly US, LLP at the 2023-07-27 meeting.","evidence_excerpt":"4. Ratification of Auditor. The proposal to ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the year ending December 31, 2023 was approved based on the following votes: For Against Abstain 1,283,635 2,048 6,698","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-009844","anchor_url":"https://secwatch.observer/filing/0001654954-23-009844#claim-adb97f3d2b402de8a99ec3e9f14611ac9186274c","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm"},{"fact_type":"shareholder_vote","fact_key":"8954d8988fd76e4a39e2b4eced0d0f41f6b2a529","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-07-31T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-07-27","outcome":"passed","proposal_text":"Say on Frequency Proposal – advisory vote on frequency of say-on-pay","proposal_type":"say_on_pay_frequency","results":[{"broker_non_votes":"436,085","subject":null,"votes_abstain":"4,872","votes_against":null,"votes_for":null,"votes_withheld":null}]},"claim":"BLOOMIA HOLDINGS, INC. shareholders approved Say on Frequency Proposal – advisory vote on frequency of say-on-pay at the 2023-07-27 meeting.","evidence_excerpt":"3. Say on Frequency Proposal. The shareholders expressed a preference for an annual nonbinding advisory vote on the compensation of the Company’s named executive officers based on the following votes: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 833,809 854 16,761 4,872 436,085","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-009844","anchor_url":"https://secwatch.observer/filing/0001654954-23-009844#claim-8954d8988fd76e4a39e2b4eced0d0f41f6b2a529","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm"},{"fact_type":"shareholder_vote","fact_key":"9f96bb1ee379e3f1a8aeaceca4247f9c0992026d","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-07-31T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-07-27","outcome":"passed","proposal_text":"Say on Pay Proposal – advisory approval of executive compensation","proposal_type":"say_on_pay","results":[{"broker_non_votes":"436,085","subject":null,"votes_abstain":"2,888","votes_against":"11,056","votes_for":"842,352","votes_withheld":null}]},"claim":"BLOOMIA HOLDINGS, INC. shareholders approved Say on Pay Proposal – advisory approval of executive compensation at the 2023-07-27 meeting.","evidence_excerpt":"2. Say on Pay Proposal. The proposal to approve, by a non-binding vote, the Company’s executive compensation received advisory approval based on the following votes: For Against Abstain Broker Non-Votes 842,352 11,056 2,888 436,085","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-009844","anchor_url":"https://secwatch.observer/filing/0001654954-23-009844#claim-9f96bb1ee379e3f1a8aeaceca4247f9c0992026d","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm"},{"fact_type":"shareholder_vote","fact_key":"31cb13568b7b3af010fa5439548758e0bd3ad98f","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-07-31T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-07-27","outcome":"passed","proposal_text":"Election of seven directors for a term of one year","proposal_type":"director_election","results":[{"broker_non_votes":"436,085","subject":"Mary H. Herfurth","votes_abstain":null,"votes_against":null,"votes_for":"850,888","votes_withheld":"5,408"},{"broker_non_votes":"436,085","subject":"Chad B. Johnson","votes_abstain":null,"votes_against":null,"votes_for":"851,742","votes_withheld":"4,554"},{"broker_non_votes":"436,085","subject":"Mark R. Jundt","votes_abstain":null,"votes_against":null,"votes_for":"851,926","votes_withheld":"4,370"},{"broker_non_votes":"436,085","subject":"Matthew R. Kelly","votes_abstain":null,"votes_against":null,"votes_for":"853,670","votes_withheld":"2,626"},{"broker_non_votes":"436,085","subject":"Daniel C. Philip","votes_abstain":null,"votes_against":null,"votes_for":"851,670","votes_withheld":"4,626"},{"broker_non_votes":"436,085","subject":"Nicholas J. Swenson","votes_abstain":null,"votes_against":null,"votes_for":"798,624","votes_withheld":"57,672"},{"broker_non_votes":"436,085","subject":"Loren A. Unterseher","votes_abstain":null,"votes_against":null,"votes_for":"849,764","votes_withheld":"6,532"}]},"claim":"BLOOMIA HOLDINGS, INC. shareholders approved Election of seven directors for a term of one year at the 2023-07-27 meeting.","evidence_excerpt":"1. Election of Directors. Based on the following votes, all seven nominees were elected to serve as a director of the Company for a term of one year, or until their respective successor is elected.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-009844","anchor_url":"https://secwatch.observer/filing/0001654954-23-009844#claim-31cb13568b7b3af010fa5439548758e0bd3ad98f","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm"},{"fact_type":"executive_change","fact_key":"06e29eb0c8","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-07-19T23:59:59+00:00","payload":{"action":"terminated","action_category":"departure","departure_tone":"termination","effective_date":"2023-08-31","interim":false,"role":"President and Chief Executive Officer","role_category":"ceo","successor_name":null,"successor_named":false},"claim":"Kristine A. Glancy was terminated as President and Chief Executive Officer at BLOOMIA HOLDINGS, INC..","evidence_excerpt":"On July 13, 2023, Insignia Systems, Inc. (the “Company”) determined to terminate the employment of Kristine A. Glancy, its current President and Chief Executive Officer, effective as of August 31, 2023","confidence":1.0,"filing_url":"https://secwatch.observer/filing/0001654954-23-009406","anchor_url":"https://secwatch.observer/filing/0001654954-23-009406#claim-06e29eb0c8","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423009406/0001654954-23-009406-index.htm"},{"fact_type":"material_agreement","fact_key":"765ece1ecc2044388dd3a2d04b1251783c548228","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-05-25T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Purchase Agreement","agreement_type":"asset_purchase","counterparty":"TIMIBO LLC","effective_date":"2023-05-24","item_codes_triggered":["1.01"],"value_text":"cash purchase price of $3.5 million"},"claim":"BLOOMIA HOLDINGS, INC. entered into Purchase Agreement with TIMIBO LLC valued at cash purchase price of $3.5 million (effective 2023-05-24).","evidence_excerpt":"On May 24, 2023, Insignia Systems, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with TIMIBO LLC (“Buyer”), an affiliate of Park Printing, Inc. (“Park”), pursuant to which the Company has agreed to sell substantially all of its assets and certain liabilities relating to the Company’s business of providing in-store advertising solutions to brands, retailers, shopper marketing agencies and brokerages for a cash purchase price of $3.5 million.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-007204","anchor_url":"https://secwatch.observer/filing/0001654954-23-007204#claim-765ece1ecc2044388dd3a2d04b1251783c548228","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423007204/0001654954-23-007204-index.htm"},{"fact_type":"executive_change","fact_key":"973aa8b033","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-05-25T23:59:59+00:00","payload":{"action":"terminate his employment","action_category":"departure","departure_tone":"routine","effective_date":null,"interim":false,"role":"Chief Sales Officer","role_category":"other_named_officer","successor_name":null,"successor_named":false},"claim":"Adam D. May departed as Chief Sales Officer at BLOOMIA HOLDINGS, INC..","evidence_excerpt":"Adam D. May, our Chief Sales Officer, is expected to terminate his employment with the Company and become an employee of the Buyer as of the Closing.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001654954-23-007204","anchor_url":"https://secwatch.observer/filing/0001654954-23-007204#claim-973aa8b033","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423007204/0001654954-23-007204-index.htm"},{"fact_type":"earnings_release","fact_key":"b8a08d075d8e56fd4045f127f8b6c4c02b2a9740","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-05-09T23:59:59+00:00","payload":{"eps_text":"$0.92 per basic share and $0.91 per diluted share","guidance_signal":"initiated","item_codes_triggered":["2.02"],"net_income_text":"Q1 2023 net income was $1.6 million, or $0.92 per basic share and $0.91 per diluted share","period_text":"first quarter ended March 31, 2023","report_date":"2023-05-09","result_type":"reported_results","revenue_text":"Q1 2023 net sales increased 108.7% to $12.8 million from $6.1 million in Q1 2022."},"claim":"BLOOMIA HOLDINGS, INC. reported first quarter ended March 31, 2023 results: revenue Q1 2023 net sales increased 108.7% to $12.8 million from $6.1 million in Q1 2022., net income Q1 2023 net income was $1.6 million, or $0.92 per basic share and $0.91 per diluted share, EPS $0.92 per basic share and $0.91 per diluted share. Guidance initiated.","evidence_excerpt":"Overview · Q1 2023 net sales increased 108.7% to $12.8 million from $6.1 million in Q1 2022. · Q1 2023 operating income was $1.5 million compared to $73,000 in Q1 2022. · Q1 2023 net income was $1.6 million, or $0.92 per basic share and $0.91 per diluted share, compared to $62,000, or $0.03 per basic and diluted share in Q1 2022. Insignia’s President and CEO, Kristine Glancy, commented, “Q1 2023 was the company’s best revenue quarter ever, primarily driven by both new clients and retail expansion on our display solutions. We secured and supported several new brands launching in retail for their first time, while also retaining a significant number of clients executing additional projects with us. Our on-pack solutions also grew significantly, reaching our highest revenue quarter thus far, driven primarily by several larger new clients. I am extremely pleased with the strong start to 2023. Our clients appreciate our tailored approach to retail and have become some of our best advocates","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-006019","anchor_url":"https://secwatch.observer/filing/0001654954-23-006019#claim-b8a08d075d8e56fd4045f127f8b6c4c02b2a9740","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423006019/0001654954-23-006019-index.htm"},{"fact_type":"earnings_release","fact_key":"0b6785fc47363ff97a305ef65d31413833f59bd0","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2023-03-06T23:59:59+00:00","payload":{"eps_text":null,"guidance_signal":"none","item_codes_triggered":["2.02"],"net_income_text":null,"period_text":"the fourth quarter and full year ended December 31, 2022","report_date":"2023-03-06","result_type":"reported_results","revenue_text":null},"claim":"BLOOMIA HOLDINGS, INC. reported financial results for the fourth quarter and full year ended December 31, 2022.","evidence_excerpt":"On March 6, 2023, Insignia Systems, Inc. issued a press release announcing the Company’s fourth quarter and full year 2022 financial results.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-23-002427","anchor_url":"https://secwatch.observer/filing/0001654954-23-002427#claim-0b6785fc47363ff97a305ef65d31413833f59bd0","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495423002427/0001654954-23-002427-index.htm"},{"fact_type":"executive_change","fact_key":"3315b7ffcd","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2022-12-01T23:59:59+00:00","payload":{"action":"elected","action_category":"appointment","departure_tone":"not_applicable","effective_date":"2022-11-25","interim":false,"role":"Director","role_category":"director","successor_name":null,"successor_named":false},"claim":"Daniel Philp was elected as Director at BLOOMIA HOLDINGS, INC..","evidence_excerpt":"On November 25, 2022, Insignia Systems, Inc. (the “Company”) increased the size of the Board of Directors (the “Board”) of the Company to a total of 7 directors and elected Mark Jundt and Daniel Philp to fill the vacancies created by the increase in the size of the Board, effective immediately.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001654954-22-015941","anchor_url":"https://secwatch.observer/filing/0001654954-22-015941#claim-3315b7ffcd","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495422015941/0001654954-22-015941-index.htm"},{"fact_type":"executive_change","fact_key":"265aa6d077","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2022-12-01T23:59:59+00:00","payload":{"action":"elected","action_category":"appointment","departure_tone":"not_applicable","effective_date":"2022-11-25","interim":false,"role":"Director","role_category":"director","successor_name":null,"successor_named":false},"claim":"Mark Jundt was elected as Director at BLOOMIA HOLDINGS, INC..","evidence_excerpt":"On November 25, 2022, Insignia Systems, Inc. (the “Company”) increased the size of the Board of Directors (the “Board”) of the Company to a total of 7 directors and elected Mark Jundt and Daniel Philp to fill the vacancies created by the increase in the size of the Board, effective immediately.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001654954-22-015941","anchor_url":"https://secwatch.observer/filing/0001654954-22-015941#claim-265aa6d077","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495422015941/0001654954-22-015941-index.htm"},{"fact_type":"earnings_release","fact_key":"124bd836066392e98fb31df736fbed0b3eb366f8","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2022-11-08T23:59:59+00:00","payload":{"eps_text":"$6.57 per basic and diluted share","guidance_signal":"none","item_codes_triggered":["2.02"],"net_income_text":"$11,801,000","period_text":"the third quarter ended September 30, 2022 (\"Q3\")","report_date":"2022-11-08","result_type":"reported_results","revenue_text":"$4,869,000"},"claim":"BLOOMIA HOLDINGS, INC. reported the third quarter ended September 30, 2022 (\"Q3\") results: revenue $4,869,000, net income $11,801,000, EPS $6.57 per basic and diluted share.","evidence_excerpt":"Systems, Inc. (Nasdaq: ISIG) (“Insignia”) today reported financial results for the third quarter ended September 30, 2022 (“Q3”). Overview · Q3 2022 net sales increased 39.4% to $4,869,000 from $3,493,000 in Q3 2021. · Q3 2022 operating income was $11,539,000 (including a $12 million gain on litigation) compared to operating loss of $925,000 in Q3 2021. Insignia’s","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001654954-22-014825","anchor_url":"https://secwatch.observer/filing/0001654954-22-014825#claim-124bd836066392e98fb31df736fbed0b3eb366f8","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495422014825/0001654954-22-014825-index.htm"},{"fact_type":"executive_change","fact_key":"59583beb37","cik":875355,"ticker":"TULP","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2021-10-13T23:59:59+00:00","payload":{"action":"appointed","action_category":"appointment","departure_tone":"not_applicable","effective_date":"2021-10-11","interim":false,"role":"Director","role_category":"director","successor_name":null,"successor_named":false},"claim":"Nicholas J. Swenson was appointed as Director at BLOOMIA HOLDINGS, INC..","evidence_excerpt":"The disclosure in Item 1.01 regarding the election of Mr. Swenson to serve as a member of the Board is incorporated into this Item 5.02.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001654954-21-011062","anchor_url":"https://secwatch.observer/filing/0001654954-21-011062#claim-59583beb37","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495421011062/0001654954-21-011062-index.htm"}]}