8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 14, 2025

OLD MARKET CAPITAL CORPORATION

(Exact name of registrant as specified in its Charter)

(402) 658-0809

(Registrant’s telephone number, Including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On February 14, 2025 Old Market Capital Corporation (the "Company") issued a press release announcing, among other things, the Company’s financial results for its quarter ended December 31, 2024. A copy of this press release is attached hereto as Exhibit 99.1.

The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) is furnished pursuant to this Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, the information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

Item 9.01 Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

EX-99.1

Exhibit 99.1

Old Market Capital Announces

3rd Quarter Fiscal Year 2025 Results

• $3M of revenue and $261K of net income attributed to Amplex Electric, Inc. ("Amplex") during Q3
• Amplex drew down $0.6M of debt under the previously announced $21.3M RUS Loan approval
• Higher than normal year-to-date operating expenses attributed to restructuring and acquisition costs
• Book value per share of $8.11 as of December 31, 2024, as compared to $8.07 at March 31, 2024

February 14, 2025 – Omaha, Nebraska – Old Market Capital Corporation (NASDAQ: OMCC) (the "Company") announced a net loss attributable to common shareholders of $0.1 million for the three months ended December 31, 2024, compared to a net loss of $11.7 million for the three months ended December 31, 2023. Basic and diluted net loss per share attributable to common shareholders was $0.04 for the three months ended December 31, 2024, compared to $1.60 for the three months ended December 31, 2023.

Total operating expenses from continuing operations increased 106% to $3.7 million for the three months ended December 31, 2024, as compared to $1.8 million during the three months ended December 31, 2023. The increase in operating expenses during the quarter was largely attributable to ongoing operating costs of Amplex, and other expenses not attributable to normal operations including restructuring activities and acquisition costs.

The Company reported a net loss attributable to common shareholders of $4.1 million for the nine months ended December 31, 2024, as compared to a net loss of $20.6 million for the nine months ended December 31, 2023. Basic and diluted net loss per share attributable to common shareholders was $0.64 for the nine months ended December 31, 2024, as compared to $2.83 for the nine months ended December 31, 2023.

Total operating expenses from continuing operations increased 145% to $12 million for the nine months ended December 31, 2024, as compared to $4.9 million for the nine months ended December 31, 2023. The increase of operating expenses during the first nine months of 2024 were attributable to costs associated with (i) depreciation expense; (ii) general and administrative expenses relating to the operation of Amplex; and (iii) professional fees relating to the acquisition of Amplex.

As previously announced, Amplex was approved for and entered into a Reconnect Program Loan and Security Agreement (“Loan”) with the Federal government acting through the Rural Electric Services (“RUS”) for a principal amount of $21.3 million. For the three months ending December 31, 2024, Amplex drew $0.6 million from RUS. The Loan bears interest at a rate of 2% per annum, calculated by daily accrual. All accrued interest and principal on advances will be deferred for a three year period ending on October 31, 2027, unless earlier payment is made by Amplex. At the end of the three-year deferral period, all unpaid accrued interest will be capitalized and added to the outstanding principal, and monthly payments will be established in an amount that amortizes the outstanding balance in equal payments over the remaining term of the Loan. The principal advanced pursuant to this Agreement and remaining unpaid, if any, and interest thereon, shall be due and payable on October 31, 2046. The RUS loan is being used to build out fiber in one specific area of Ohio where it was awarded.

Old Market Capital Corporation (f/k/a Nicholas Financial, Inc.) was previously a specialized consumer finance company. The Company restructured its operations in 2024 and now operates as a holding company which owns a controlling interest in a broadband company, Amplex, and seeks to pursue additional controlling interests in other companies and sectors yet to be determined. For an index of Old Market Capital’s news releases or to obtain a specific release, please visit our company’s website at, www.oldmarketcapital.com.

Cautionary Note regarding Forward-Looking Statements

This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, that represent the Company’s current expectations or beliefs concerning future events. Statements other than those of historical fact, as well as those identified by words such as “anticipate,” “estimate,” intend,” “plan,” “expect,” “project,” "explore" “believe,” “may,” “will,” “should,” “would,” “could,” “probable” and any variation of the foregoing and similar expressions are forward-looking statements. These statements, which include statements regarding the exploration of opportunities to allocate capital to increase shareholder returns, are inherently uncertain and subject to certain risks, uncertainties and assumptions that may cause results to differ materially from those expressed or implied in forward-looking statements.

Old Market Capital Corporation

Condensed Consolidated Statements of Income

(Unaudited, Dollars in Thousands, Except Share and Per Share Amounts)

Old Market Capital Corporation

Condensed Consolidated Balance Sheets

(Unaudited, In Thousands)