OMCC 8-K
OLD MARKET CAPITAL Corp (OMCC)
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
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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 1.01. Entry into a Material Definitive Agreement.
On July 16, 2025, the Company entered into a Subscription Agreement whereby the Company invested an additional $4,500,000 into Amplex Holdings Inc. (“Amplex”). The transaction and its economic terms were contemplated by the Stockholders Agreement, dated as of June 15, 2024, among the Company, Amplex and Mark R. Radabaugh, which was entered into at the time of the Company’s initial investment in Amplex. The foregoing description of the Subscription Agreement is qualified in its entirety by reference to the Subscription Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1.
Item 9.01. Exhibits
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Exhibits: |
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Description |
10.1 |
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Subscription Agreement, dated July 16, 2025, between Company and Amplex |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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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Old Market Capital Corporation |
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(Registrant) |
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Date: July 16, 2025 |
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/s/ Charles Krebs |
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Charles Krebs |
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Chief Financial Officer (Principal Financial Officer) |
SUBSCRIPTION AGREEMENT
July 16, 2025
To: Old Market Capital Corporation
1601 Dodge St., Suite 3350
Omaha, Nebraska, 68102
This Subscription Agreement (this “Agreement”) is entered into by and between Amplex Holdings Inc., a Delaware corporation (the “Corporation”), and Old Market Capital Corporation, a Delaware corporation (the “Subscriber”) who is subscribing hereby to purchase 4,120 shares of the Company’s Common Stock, par value $0.0001 per share (the “Shares”). The purchase price per Share is ($1,092.26).
1. Subscription.
1.1 The Subscriber hereby subscribes for and agrees to purchase the Shares for the aggregate sum of Four Million Five Hundred Thousand Dollars ($4,500,000) (the “Purchase Price”).
1.2 Upon receipt by the Corporation of the requisite payment for the Shares, the certificate for the Shares will be issued in the name of the Subscriber, and the name of the Subscriber will be registered on the share transfer books of the Corporation as the record owner of such Shares. The Corporation will deliver to the Subscriber the certificate representing the Shares purchased.
2. Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to Subscriber as follows:
3. Representation and Warranties of Subscriber.
4. Miscellaneous.
4.1 Further Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may be reasonably necessary to carry out the intent of this Agreement.
4.3 Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth above or in the Corporation’s records, or to such other address as a party may designate by notice hereunder, and shall be either (a) delivered by hand or email, (b) sent by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand or email, at the time of the delivery thereof to the receiving party, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iii) if sent by certified mail, on the fifth (5th) business day following the day such mailing is made.
4.4 Entire Agreement. This Agreement embodies the entire agreement and understanding between the Subscriber and the Corporation with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
4.5 Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.
4.6 Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
4.7 Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.
4.8 Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.
4.9 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the State of Delaware, without giving effect to the conflict of law principles thereof.
4.10 Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.
4.11 Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.
4.12 No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.
4.13 Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify, or affect the meaning or construction of, any of the terms or provisions hereof.
4.14 Counterparts; Effectiveness. This Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and PDF copies of signatures to this Agreement (including copies received as attachments to electronic mail) shall be deemed to be originals and may be relied upon with the same force and effect as originals.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as of date set forth below.
SUBSCRIBER:
OLD MARKET CAPITAL CORPORATION
By: /s/ Charles Krebs
Name: Charles Krebs
Title: Chief Financial Officer
July 16, 2025
Date
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The foregoing subscription for shares of Common Stock of Amplex Holdings Inc. is hereby accepted.
AMPLEX HOLDINGS INC.
By: /s/ Mark Radabaugh
Name: Mark Radabaugh
Title: Chief Executive Officer