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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _ to _
Commission file number: 0-26680
OLD MARKET CAPITAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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59-2506879 |
(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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1601 Dodge Street, Suite 3350 |
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Omaha, Nebraska |
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68102 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(531) 867-3631
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
OMCC |
NASDAQ |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
☐ |
Non-accelerated filer |
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Smaller reporting company |
☒ |
Emerging growth company |
☐ |
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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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No
The aggregate market value of Common Stock of the registrant, all of which is voting, held by non‑affiliates based on the closing sales price on NASDAQ on September 30, 2024 was $42.3 million.
As of June 23, 2025, approximately 6.7 million shares of common stock of the registrant were outstanding. Of the registrant’s approximately 12.7 million shares of common stock issued as of that date, approximately 5.4 million shares were held by the registrant’s principal operating subsidiary and approximately 658 thousand shares were held by the registrant. Pursuant to applicable law, the shares held by the registrant and its subsidiary are not entitled to vote and, accordingly, approximately 6.7 million shares were entitled to vote.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the 2025 Annual General Meeting of Shareholders are incorporated by reference into Part III, Items 10 through 14, of the registrant's Annual Report on Form 10-K.
Explanatory Note
The purpose of this Amendment No. 2 on Form 10-K/A (this “Amendment”) is to amend and restate Part IV, Item 15, of the previously filed Annual Report on Form 10-K of Old Market Capital Corporation (the “Company”) for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2025 (the “Original Form 10-K”) and as amended by that certain Amendment No. 1 on Form 10-K/A also filed with the SEC on June 30, 2025 (“Amendment No. 1”), to clarify certain disclosures in Part IV, Item 15 and include certain exhibits in Part IV, Item 15
that were inadvertently omitted from the Original Form 10-K. Accordingly, Part IV of the Original Form 10-K is hereby amended and restated as set forth herein.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Additionally, because this Amendment does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, no other portion of the Original Form 10-K or Amendment No. 1 is being amended and this Amendment does not reflect any events occurring after the filing of the Original Form 10-K. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context. Accordingly, this Amendment should be read together with the Original Form 10-K, Amendment No. 1 and the Company’s other filings made with the SEC.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report:
(1) Financial Statements.
A listing of the financial statements, notes and reports of independent public accountants required by "Part II. Item 8. Financial Statements and Supplementary Data" begins on page 17 of this Annual Report.
(2) Financial Statement Schedules.
No financial statement schedules are required to be filed by Items 8 and 15(c) because they are not required or are not applicable, or the required information is set forth in the applicable financial statements or notes thereto.
(3) Exhibits.
The list of the Exhibits in the Exhibit Index below is incorporated into this item by reference.
(b) See the Exhibit Index below.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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OLD MARKET CAPITAL CORPORATION |
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Dated: July 21, 2025 |
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By: |
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/s/ Jeffrey C. Royal |
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Jeffrey C. Royal |
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Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.