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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024
☐ 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)
Delaware | 59-2506879 | |
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
1601 Dodge St., Suite 3350 |
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Omaha, Nebraska |
| 68102 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(727) 726-0763
(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 |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to file such reports), and 92) 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 and posted 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 | | Accelerated filer | | Non-accelerated filer | |
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 is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No
As of November 6, 2024, 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).
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EXPLANATORY NOTE
The purpose of this Amendment No. 1 (this “Amendment”) to our Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2024, is solely to correct errors in the number of outstanding shares of the Registrant’s common stock on the cover page of the Form 10-Q and in the Condensed Consolidated Balance Sheets.
This Amendment makes no other changes to the Form 10-Q as filed with the SEC on November 13, 2024 and no attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-Q. This Amendment does not reflect subsequent events occurring after the original filing of the Form 10-Q (those events occurring after November 13, 2024) or modify or update in any way those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and our other filings with the SEC.
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ITEM 6. Exhibits
Exhibit No. | Description | |
31.1 | ||
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31.2 | ||
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32.11 | Certificate of the Principal Executive Officer Pursuant to 18 U.S.C. § 1350 | |
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32.21 | Certificate of the Principal Financial Officer Pursuant to 18 U.S.C. § 1350 | |
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101.INS | Inline XBRL Instance Document | |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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1 This certification accompanies the Quarterly Report on Form 10-Q and is not filed as part of it. 2 These exhibits were previously included in the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission on November 13, 2024 | ||
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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 thereunto duly authorized.
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Signature | Title | Date | ||
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/s/ Jeffrey Royal | Chief Executive Officer (Principal Executive Officer) | November 22, 2024 | ||
Jeffrey Royal | ||||
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/s/ Charlie Krebs | Chief Financial Officer (Principal Financial and Accounting Officer) | November 22, 2024 | ||
Charlie Krebs | ||||
