--- schema_version: "secwatch.filing_event.v1" accession: "0001654954-23-009844" form_type: "8-K" ticker: "TULP" cik: "0000875355" company_name: "BLOOMIA HOLDINGS, INC." filed_at: "2023-07-31T23:59:59+00:00" generated_at: "2026-06-12T22:39:40.487688+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Insignia Systems shareholders approve sale of in-store marketing business to Park Printing; CEO Glancy to depart ## Summary - Shareholders approved asset sale to Park Printing; close expected Aug 3, 2023. - CEO Kristine Glancy departing end of Aug 2023 as company pivots to non-bank lending. - Reincorporation to Delaware, rename to Lendway, Inc.; ticker changes to LDWY on Aug 4. - Asset sale proposal received 850,166 votes for; all 7 director nominees elected. - Company to focus on non-bank lending platform going forward. ## SEC filing metadata - accession: 0001654954-23-009844 - form_type: 8-K - ticker: TULP - cik: 0000875355 - company_name: BLOOMIA HOLDINGS, INC. - filed_at: 2023-07-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 5.07, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/isig_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001654954-23-009844 - JSON: https://secwatch.observer/filing/0001654954-23-009844.json - Plain text: https://secwatch.observer/filing/0001654954-23-009844.txt ## Key facts - Shareholder Votes BLOOMIA HOLDINGS, INC. shareholders approved Asset Sale Proposal – adoption of Asset Purchase Agreement with TIMIBO LLC at the 2023-07-27 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-07-27 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm - Shareholder Votes BLOOMIA HOLDINGS, INC. shareholders approved Election of seven directors for a term of one year at the 2023-07-27 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-07-27 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm - Shareholder Votes BLOOMIA HOLDINGS, INC. shareholders rejected Exclusive Forum Proposal – adoption of exclusive forum provision in Delaware Bylaws at the 2023-07-27 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-07-27 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm - Shareholder Votes BLOOMIA HOLDINGS, INC. shareholders approved Say on Frequency Proposal – advisory vote on frequency of say-on-pay at the 2023-07-27 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-07-27 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm - Shareholder Votes 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. - Outcome: passed - Meeting: 2023-07-27 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm - Shareholder Votes BLOOMIA HOLDINGS, INC. shareholders approved Say on Pay Proposal – advisory approval of executive compensation at the 2023-07-27 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-07-27 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm - Shareholder Votes BLOOMIA HOLDINGS, INC. shareholders approved Ratification of Auditor – Baker Tilly US, LLP at the 2023-07-27 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-07-27 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm - Shareholder Votes 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. - Proposal: say on pay - Outcome: passed - Meeting: 2023-07-27 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm - Shareholder Votes BLOOMIA HOLDINGS, INC. shareholders rejected Exculpation Proposal – adoption of officer exculpation provision in Delaware Certificate of Incorporation at the 2023-07-27 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-07-27 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm - Shareholder Votes BLOOMIA HOLDINGS, INC. shareholders approved Reincorporation Proposal – reincorporation from Minnesota to Delaware at the 2023-07-27 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-27 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/875355/000165495423009844/0001654954-23-009844-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.