OLD MARKET CAPITAL Corp 8-K, filed Sep 27, 2024
OLD MARKET CAPITAL Corp (OMCC)
About this 8-K
OLD MARKET CAPITAL Corp filed this 8-K on September 27, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its Charter)
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(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):
Securities registered pursuant to Section 12(b) of the Act:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 27, 2024, Michael Rost departed as Chief Executive Officer of Nicholas Financial, Inc. (the “Company”). Mr. Rost departed pursuant to the terms of his employment arrangements with the Company and in conjunction with the Company’s full exit from the auto finance business. There were no disagreements between Mr. Rost and the Company. His departure is not related to the operations, policies or practices of the Company.
On September 27, 2024, the Board of Directors of the Company announced the appointment of Jeffrey Royal as the Chief Executive Officer of the Company.
Mr. Royal, age 48, has served as a director of the Company since October 2017 and as Chairman since January 17, 2019. Since January 2006, Mr. Royal has been the CEO of Dundee Bank located in Omaha, Nebraska. Mr. Royal also serves as a director for Boston Omaha Corporation (BOC). Mr. Royal received both his Bachelor’s and Master’s degree in Business Administration from Creighton University.
The Company and Mr. Royal have entered into an employment agreement dated as of September 27, 2024. The term of the employment agreement is 2 years. Mr. Royal will receive an annual base salary of $300,000 which will be paid quarterly in the form of Company stock based on the average share price over the previous quarter. Mr. Royal will be eligible to receive a discretionary bonus annually as determined by the Compensation Committee. Additionally, the Company has agreed to match additional purchases of Company stock up to 30,000 shares in the aggregate over the term of his employment agreement. The foregoing description of the agreement is qualified in its entirety by reference to the employment agreement, which is filed with this Form 8-K as Exhibit 10.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective as of September 27, 2024, the Company amended its Certificate of Incorporation to change its name from “Nicholas Financial, Inc.” to “Old Market Capital Corporation” by filing a Certificate of Amendment to Certificate of Incorporation with the Delaware Secretary of State. A copy of the Certificate of Amendment is included with this Form 8-K as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
Election of Directors
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Shares Voted For |
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Shares Withholding |
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Authority |
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Jeffrey Royal |
4,426,945 |
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159,826 |
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Mark Hutchins |
4,425,042 |
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161,729 |
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Adam Peterson |
4,531,315 |
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53,814 |
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Brendan Keating |
4,456,269 |
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130,502 |
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Jeremy Zhu |
3,647,734. |
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936,240 |
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Ratification of Appointment of FORVIS, LLP as Independent Auditors
Shares Voted For |
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Shares Voted Against |
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Shares Abstaining |
5,258,546 |
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73,547. |
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707 |
Advisory Vote on Executive Compensation (“Say on Pay”)
Shares Voted For |
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Shares Voted Against |
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Shares Abstaining |
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4,451,995 |
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127,510 |
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7,266 |
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Item 7.01 Regulation FD Disclosure.
On September 27, 2024, the Company issued a press release in connection with the events reported herein and the Chief Executive Officer provided a letter to stockholders. A copy of the press release and the letter are furnished as Exhibit 99-1 and Exhibit 99.2, respectively.
In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01, Exhibit 99.1 and Exhibit 99.2 hereto is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, except as otherwise expressly stated in such filing.
The statements contained in this Current Report on Form 8-K that are purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 31E of the Securities Act of 1934, including statements regarding the Company’s expectations, hopes, beliefs, intentions, or strategies regarding the future which constitute forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
Item 8.01. Other Events.
Effective as of the market open on Monday, September 30, 2024, the Company’s ticker symbol on the Nasdaq Global Select Market will change from “NICK” to “OMCC”.
On September 27, 2024, the Company announced it has moved its Corporate Headquarters from 26133 U.S. Hwy 19 North, Suite 300, Clearwater, FL,33763 to 1601 Dodge St., Suite 3350, Omaha, NE, 68102 and the telephone number at its new office will remain the same for the time being.
The Registrant is filing the exhibits listed in Item 9.01(d) below in connection with the matters set forth therein.
Item 9.01 Exhibits
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Not applicable |
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Exhibits: |
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
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NICHOLAS FINANCIAL, INC. |
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(Registrant) |
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Date: September 27, 2024 |
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/s/ Charles Krebs |
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Charles Krebs |
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Chief Financial Officer (Principal Financial Officer) |
Exhibit 3.1
STATE OF DELAWARE
Certificate of Amendment
OF
Certificate of Incorporation
OF
NICHOLAS FINANCIAL, INC.
Nicholas Financial, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That the Board of Directors of the Corporation by unanimous written consent in lieu of a meeting duly adopted resolutions that the Certificate of Incorporation of the Corporation be amended. The resolution setting forth the proposed amendment is as follows:
NOW, THEREFORE, BE IT RESOLVED: that the Board of Directors of the Corporation hereby deems it advisable to approve, and does hereby approve, the Certificate of Amendment to the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) to change the name of the Corporation by deleting Article I of the Certificate of Incorporation in its entirety and replacing it with the following:
“Article I
The name of the corporation is Old Market Capital Corporation (the “Corporation”).”
SECOND: That all other articles, sections and subsections of the Certificate of Incorporation of the Corporation shall remain unchanged.
THIRD: That the aforesaid amendment was duly adopted by the Board of Directors in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware, including Sections 242(b)(1) and 242(d)(1), without a vote of the stockholders.
FOURTH: That the foregoing amendments to the Certificate of Incorporation of the Corporation shall be effective on September 27, 2024 aft the filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation as of the 23rd day of September, 2024.
By:/s/ Charles Krebs
Charles Krebs, Chief Financial Officer
Exhibit 10.1
Employment Agreement for JEFFREY ROYAL
This Agreement is made and effective as of September 27, 2024 (the “Effective Date”) by and between NICHOLAS FINANCIAL, INC., a Delaware company (“Employer” or “Company”) and JEFFREY ROYAL (“Employee”) and supersedes any prior employment-related agreements or oral representations between Employer and Employee unless otherwise incorporated into this Agreement by reference. Unless the context otherwise requires, all references to a designated section refer to the designated provision of this Agreement.
For and in consideration of the mutual promises and covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee agree as follows:
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(i) gross negligence, gross incompetence or willful misconduct in the performance of Employee’s duties with respect to the Company or any of its affiliates;
(ii) neglect, malfeasance, nonfeasance, or other conduct of Employee in the performance of the services contemplated by this Agreement which, in the sole judgment of Company, causes Employee to fail to satisfy reasonable standards of performance which have been communicated in advance to Employee and which Employee fails to cure after being given a reasonable opportunity to cure (the period of time for such reasonable opportunity to cure shall not exceed thirty (30) calendar days unless otherwise determined by Company);
(iii) the failure by Employee to comply with Company policies, decisions and instructions, as determined in the sole judgment of Company;
(iv) any suspension or barring of Employee from performing his material duties hereunder by reason of any statute, law, ordinance, regulation, order, judgment, or decree;
(v) willfully engaging in conduct that is materially injurious to the Company or any of its affiliates;
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(vi) the disclosure, without specific authorization from the Company, of confidential information of the Company or any of its affiliates that is materially injurious to any such entity;
(vii) an act of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any of its affiliates;
(viii) has been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction);
(ix) the written confession by Employee of a felony, serious misdemeanor, or any crime or offense involving misuse or misappropriation of money or other property;
(x) irreconcilable differences with the Company and/or Board;
(xi) obstructive, destructive, demoralizing or unethical behavior or any other serious or persistent misconduct;
(xii) knowingly providing false or misleading information about Company or its affiliates to any person;
(xiii) physically harming, threatening to harm or harassing (including sexual harassment) any employee, officer, director, agent and/or customer of Company or its affiliates;
(xiv) any actual conflict of interest;
(xv) engaging in any act that is intended to harm, or may reasonably be expected to harm, the reputation and/or interests of Company;
(xvi) any breach of this Agreement, including but not limited to any breach of the Employee covenants set forth in paragraph 10 or the failure or cessation of the Employee representations set forth in paragraph 14 to be true, accurate and complete; or
(xvii) any unforeseen circumstance that amounts to a breach of duty, contractual or otherwise, that Employee owes to Company.
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(i) General. In the event of Employee’s death during the Term, all obligations of the parties under this Agreement shall terminate immediately, and Company shall pay to Employee’s legal representatives all outstanding Base Salary through the date of death, less payroll deductions and withholdings required by law.
(ii) Disability. Subject to applicable state and federal law, if Employee is unable to perform Employee’s duties due to mental, physical, or other disability for a period of ninety (90) days in any twelve (12) consecutive months, as determined in good faith by the Company, this Agreement may be terminated by Company, at its option, by written notice to Employee, effective on the termination date specified in such notice, provided such termination date shall not be a date prior to the date of the notice of termination itself. Company shall pay to Employee all outstanding Base Salary through the termination date specified in the notice, less payroll deductions and withholdings required by law.
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Employee understands and acknowledges that Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon Employee first having access to such Confidential Information (whether before or after Employee begins employment by Employer) and shall continue during and after Employee’s employment by Employer until such time as such Confidential Information has become public knowledge other than as a result of Employee’s breach of this Agreement or breach by a third party and/or by those acting in concert with Employee or on Employee’s behalf.
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The covenants of Section 10 and the remedies of Employer under this Section 12 shall survive any termination of this Agreement. Further, the existence of any claim or cause of action by Employee against Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of the covenants of Section 10.
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This Agreement is for the personal services of Employee, being entered into by Employer in reliance on and in consideration of the personal skills, qualifications, experience and representations of Employee regarding such skill, qualifications and experience. Thus, neither this Agreement nor any right or interest hereunder shall be assignable or transferable by Employee, Employee’s administrators, executors, legatees, heirs, and other legal representatives, except by will or by the laws of descent and distribution. Any purported assignment or transfer shall be null and void and shall be cause for immediate dismissal of Employee and termination of this Agreement for cause.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement with the intent it be effective as of the Effective Date.
NICHOLAS FINANCIAL, INC. By: /s/ Charles Krebs Name: Charles Krebs Title: Chief Financial Officer
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JEFFREY ROYAL By: /s/ Jeffrey Royal Name: Jeffrey Royal |
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Exhibit 99.1
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FOR IMMEDIATE RELEASE |
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Nicholas |
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Contact: Charles Krebs |
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NASDAQ: NICK |
Nicholas Financial, Inc. Corporate Headquarters 26133 U.S. Hwy 19 North, Suite 300, Clearwater, Florida 33763 |
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CFO Ph # (402) 658-0809 |
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Web site: www.nicholasfinancial.com |
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Nicholas Financial Announces
Change in Leadership, Change in Corporate HQ, and Name & Ticker Change
September 27, 2024 – Clearwater, Florida - Nicholas Financial, Inc. (NASDAQ: NICK) (the "Company") announced the departure of Mike Rost as CEO and the appointment of the Company’s current Chairman of the Board, Mr. Jeffrey Royal to Chief Executive Officer. Mr. Royal has served on the Nicholas Board of Directors since October 2017 and as Chairman of the Board since January 2019. Since January 2006, Mr. Royal has been the President of Dundee Bank located in Omaha, Nebraska. Mr. Royal also serves as a director for Boston Omaha Corporation (BOC). Mr. Royal received both his bachelor’s and master’s degree in business administration from Creighton University and completed the Stonier Graduate School of Banking at Georgetown University and the University of Pennsylvania.
The Company and Mr. Royal have entered into an employment agreement dated as of September 27, 2024. The term of the employment agreement is 2 years. Mr. Royal will receive an annual base salary of $300,000 which will be paid quarterly in the form of Company stock based on the average share price over the previous quarter. Mr. Royal will be eligible to receive a discretionary bonus annually as determined by the Compensation Committee. Additionally, the Company has agreed to match additional purchases of Company stock up to 30,000 shares in the aggregate over the term of his employment agreement.
Mr. Royal, expressing gratitude for Mr. Rost’s contributions to the Company, stated “The entire Board of Directors is grateful for Mike’s service to the Company and its stockholders and wishes him well in his future endeavors.”
Change in Corporate Headquarters.
On September 27, 2024, the Company announced it has moved its Corporate Headquarters from 26133 U.S. Hwy 19 North, Suite 300, Clearwater, FL,33763 to 1601 Dodge St., Suite 3350, Omaha, NE, 68102.
Company Name & Ticker Change
Effective as of September 27, 2024, the Company amended its Certificate of Incorporation to change its name from “Nicholas Financial, Inc.” to “Old Market Capital Corporation”, in conjunction with the Company’s exit of the auto finance business. The Company’s ticker symbol will change from “NICK” to “OMCC” to align with the new name, effective as of market open on Monday, September 30, 2024.
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, 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, including without limitation:
Exhibit 99.2
September 27, 2024
Hello Old Market Capital Corporation (fka Nicholas Financial, Inc.) Stockholders:
A huge Thank You to those that have stuck with us the last few years. There has been a lot going on with the company and we hope to shed some light on our path forward in this brief shareholder letter.
Before some thoughts on our future, we owe a great deal of indebtedness to Mike Rost and Irina Nashtatik. They worked tirelessly to help position the company for this next phase and have done so with professionalism and class. We wish them both well in their new endeavors.
As mentioned in public filings, on June 15th, the company made an investment to purchase roughly 56.47% of Amplex, an Ohio based broadband company owned by Mark Radabaugh. As part of our pivot to a new line of business, the board contemplated several investment opportunities where OMCC could have a control position. The investment in Amplex offered many of the attributes we were looking for in an investment. We have alignment with management as Mark retains significant ownership in Amplex as its largest individual shareholder. We believe Amplex has the potential to add incremental capital at attractive returns when it builds out broadband to the homes of communities in its geographic footprint. Additionally, Amplex received approval for a roughly $20MM low interest RUS (Rural Utilities Service) loan to help provide fiber to rural Ohio. Since this loan accrues interest at 2% and principal isn't due for 20 years, the leveragability of this additional funding source is financially attractive. Finally, Amplex has enjoyed a good working relationship with Hancock Wood, the local utility in its market. We look forward to providing more updates on Amplex and any other company developments in the coming quarters.
The board remains engaged, as always, and continues to work with Charlie Krebs, our new CFO, and I to help shape our direction and investment opportunities going forward - we are additionally grateful for their service. Finally, our new website is under construction. Be sure to check us out at www.oldmarketcapital.com in the coming weeks.
Sincerely,
Jeff Royal
CEO — Old Market Capital Corporation — Omaha, NE