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false 0001000045 0001000045 2025-12-08 2025-12-08
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) December 8, 2025
 
 
OLD MARKET CAPITAL CORPORATION
(Exact name of registrant as specified in its Charter)
 
 
         
Delaware
 
0-26680
 
59-2506879
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
1601 Dodge Street, Suite 3350
Omaha, Nebraska
 
 
68102
(Address of Principal Executive Offices)
 
 
(Zip Code)
 
(531) 867-3631
(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:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock
 
OMCC
 
NASDAQ
 
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 3.01         Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
 
 
On December 8, 2025, the Board of Directors of Old Market Capital Corporation (the "Company") approved a plan to voluntarily delist the Company’s common stock from the NASDAQ Capital Market (“NASDAQ”), suspend its duty to file periodic reports and other information with the U.S. Securities and Exchange Commission (“SEC”), and terminate its registration of common stock under the federal securities laws. The Company intends to file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC on or about December 22, 2025, to effect the voluntary withdrawal of the listing of its securities from NASDAQ and the deregistration of its securities under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Company anticipates that the delisting from NASDAQ and deregistration under Section 12(b) of its securities will become effective on or about January 2, 2026, at which time trading on NASDAQ will cease. Following the effectiveness of the Form 25, the Company intends to file a Form 15 with the SEC to deregister the Company’s securities under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act, at which time the Company anticipates that its obligation to file periodic reports under the Exchange Act, including annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, respectively, will be suspended, and that all requirements associated with being an Exchange Act-registered company, including the requirement to file current and periodic reports, will terminate permanently 90 days thereafter. The Company expects trading on NASDAQ to remain in effect until on or about January 2, 2026, with quotation on the OTC marketplace anticipated to begin on or around January 2, 2026, specifically on the OTCID Basic Market, under the current trading symbol OMCC. The Company can provide no assurance that trading in its common stock will continue on the OTCID Basic Market or otherwise.
 
 
The decision to voluntarily delist was made after careful consideration of several factors, including costs associated with being a public reporting company, low trading volumes, regulatory burdens, and to better focus the Company’s resources on enhancing long-term stockholder value. The Company expects to realize meaningful savings on an annual basis as a result of the delisting and deregistering of the Company’s common stock.
 
 
The Company does not anticipate any interruption in the trading of its shares during the transition process, although trading volumes and liquidity may vary. The Company also intends to provide quarterly earnings releases and an Annual Report through its Investors Portal which can be found at www.oldmarketcapital.com.
 
 
Item 8.01         Other Information
 
On December 11, 2025, the Company issued a press release announcing its intention to voluntarily delist and deregister its common stock. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 






 
Item 9.01         Financial Statements and Exhibits         
 
(a)
Not applicable
(b)
Not applicable
(c)
Not applicable
(d)
Exhibits:

 
Exhibit #
Description
99.1
Press Release dated December 11, 2025 entitled “Old Market Capital Board of Directors Approves Plan to Voluntarily delist from NASDAQ and Transition to OTC Markets Exchange”
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.
 
       
   
Old Market Capital Corporation
     
(Registrant)
       
       
Date: December 11, 2025
   
/s/ Charles Krebs
     
Charles Krebs
     
Chief Financial Officer
 
 
EX-99.1 2 ex_897996.htm PRESS RELEASE DATED DECEMBER 11, 2025 ENTITLED "OLD MARKET CAPITAL CORPORATION BOARD OF DIRECTORS APPROVES PLAN TO VOLUNTARILY DELIST FROM NASDAQ AND TRANSITION TO OTC MARKETS EXCHANGE" ex_897996.htm

Exhibit 99.1

omc01.jpg

 

     

FOR IMMEDIATE RELEASE

Old Market CC

   

Contact: Charles Krebs

 

NASDAQ: OMCC

Old Market Capital Corporation

Corporate Headquarters

1601 Dodge St., Suite 3350

Omaha, NE, 68102

 

                CFO

                Ph # (531) 867-3496

 

Website: www.oldmarketcapital.com

 

Old Market Capital Board of Directors Approves Plan to Voluntarily delist from NASDAQ and Transition to OTC Markets Exchange

 

December 11, 2025 – Omaha, Nebraska – Old Market Capital Corporation (NASDAQ: OMCC) (the "Company", “we”, “our”) announced that its Board of Directors has approved a plan to voluntarily delist the Company’s common stock from the NASDAQ Capital Market (“NASDAQ”), suspend its duty to file periodic reports and other information with the U.S. Securities and Exchange Commission (“SEC”), and terminate its registration of common stock under the federal securities laws. The Company intends to file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC on or about December 22, 2025, to effect the voluntary withdrawal of the listing of its securities from NASDAQ and the deregistration of its securities under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Company anticipates that the delisting from NASDAQ and deregistration under Section 12(b) of its securities will become effective on or about January 2, 2026, at which time trading on NASDAQ will cease. Following the effectiveness of the Form 25, the Company intends to file a Form 15 with the SEC to deregister the Company’s securities under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act, at which time the Company anticipates that its obligation to file periodic reports under the Exchange Act, including annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, respectively, will be suspended, and that all requirements associated with being an Exchange Act-registered company, including the requirement to file current and periodic reports, will terminate permanently 90 days thereafter. The Company expects trading on NASDAQ to remain in effect until on or about January 2, 2026, with quotation on the OTC marketplace anticipated to begin on or around January 2, 2026, specifically on the OTCID Basic Market, under the current trading symbol OMCC. The Company can provide no assurance that trading in its common stock will continue on the OTCID Basic Market or otherwise.

 

 

The decision to voluntarily delist was made after careful consideration of several factors, including costs associated with being a public reporting company, low trading volumes, regulatory burdens, and to better focus the Company’s resources on enhancing long-term stockholder value. The Company expects to realize meaningful savings on an annual basis as a result of the delisting and deregistering of the Company’s common stock.

 

 

“After careful evaluation, the Board has made the strategic decision to voluntarily delist from NASDAQ. This move allows us to significantly reduce the administrative and compliance costs associated with operating as an SEC reporting public company” said CEO Jeff Royal.

 

 

The Company does not anticipate any interruption in the trading of its shares during the transition process, although trading volumes and liquidity may vary. The Company also intends to provide quarterly earnings releases and an Annual Report through its Investors Portal which can be found at www.oldmarketcapital.com.

 

 

 

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 has a controlling interest in a broadband company, Amplex Electric, Inc., and seeks to pursue additional controlling interests in other companies and sectors yet to be determined. For an index of the Company’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.