| Item 1. | |
| (a) | Name of issuer:
LENDWAY, INC. |
| (b) | Address of issuer's principal executive offices:
5000 West 36th Street, Suite 220, Minneapolis, Minnesota, 55416 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by (collectively, the "Reporting Persons"): (1) BCCM Advisors, LLC, a Delaware limited liability company and investment adviser that is an exempt reporting adviser under the Investment Advisers Act of 1940 ("BCCM Advisors"); (2) Blue Clay Capital Partners LP, a Delaware limited partnership for which BCCM Advisors serves as the investment adviser ("Blue Clay Capital Fund"); and (3) Blue Clay Capital Smid-Cap LO LP, a Delaware limited partnership for which BCCM Advisors serves as the investment adviser ("Blue Clay Capital Smid-Cap Fund"). |
| (b) | Address or principal business office or, if none, residence:
The address of the Reporting Persons is 5000 West 36th Street, Suite 200, Minneapolis, Minnesota 55416 |
| (c) | Citizenship:
Not Applicable |
| (d) | Title of class of securities:
Common Stock, par value of $0.01 per share |
| (e) | CUSIP No.:
45765Y204 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
BCCM Advisors is an investment adviser that is an exempt reporting adviser under the Investment Advisers Act of 1940, which serves as investment adviser to private funds, including, but not limited to, the Blue Clay Capital Fund and the Blue Clay Capital Smid-Cap Fund (collectively, the "Funds"), and may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds.
BCCM Advisors: 156,930
Blue Clay Capital Fund: 84,991
Blue Clay Capital Smid-Cap Fund: 71,939 |
| (b) | Percent of class:
Ownership percentage is based on 1,769,599 shares of common stock, par value $0.01 per share, outstanding as of September 24, 2025, as represented by the Issuer in the Issuer's Proxy Statement filed under Schedule 14A with the Securities and Exchange Commission on October 6, 2025.
BCCM Advisors: 8.9%
Blue Clay Capital Fund: 4.8%
Blue Clay Capital Smid-Cap Fund: 4.1% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
None
|
| | (ii) Shared power to vote or to direct the vote:
BCCM Advisors: 156,930
Blue Clay Capital Fund: 84,991
Blue Clay Capital Smid-Cap Fund: 71,939
|
| | (iii) Sole power to dispose or to direct the disposition of:
None
|
| | (iv) Shared power to dispose or to direct the disposition of:
BCCM Advisors: 156,930
Blue Clay Capital Fund: 84,991
Blue Clay Capital Smid-Cap Fund: 71,939
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)