Amendment: Atlanticus Holdings Corporation filed SEC Form 8-K: Financial Statements and Exhibits

Form 8-K/A date of report 09-11-25 true 0001464343 0001464343 2025-09-11 2025-09-11 0001464343 atlc:CommonStockNoParValueCustomMember 2025-09-11 2025-09-11 0001464343 atlc:SeriesBCumulativePerpetualPreferredStockNoParValue7625CustomMember 2025-09-11 2025-09-11 0001464343 atlc:SeniorNotesDue20266125CustomMember 2025-09-11 2025-09-11 0001464343 atlc:SeniorNotesDue2029925CustomMember 2025-09-11 2025-09-11

Washington, D.C. 20549

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 11, 2025

 

 

(Exact name of registrant as specified in its charter)

 

 

 

Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 770-828-2000

 

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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).

 

 

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.                  ☐

 

 

 

On September 17, 2025, Atlanticus Holdings Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report the entry into a Membership Interest Purchase Agreement (the “Purchase Agreement”) by Mercury Finance Acquisition, LLC, a Georgia limited liability company and wholly-owned subsidiary of the Company (the “Purchaser”), on September 11, 2025 with Mercury Financial Intermediate LLC, a Delaware limited liability company, Mercury Financial LLC, a Delaware limited liability company (“Mercury”), and solely for purposes of Section 7.7 of the Purchase Agreement, the Company. Pursuant to the Purchase Agreement, and subject to the conditions thereof, the Purchaser acquired all of the issued and outstanding equity interests of Mercury (the “Acquisition”). The purpose of this amendment (the “Amendment No. 1”) to the Original Report is to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K, which were not previously filed with the Original Report, but are permitted to be filed by amendment no later than 71 calendar days after the date the Original Report was required to be filed with the U.S. Securities and Exchange Commission (“SEC”), as permitted by the rules of the SEC. Except for this Explanatory Note, the filing of the financial statements and the pro forma financial information required by Item 9.01, there are no changes to the Original Report.

 

The pro forma financial information included as Exhibit 99.3 to this Amendment No. 1 has been presented for illustrative purposes only, as required by Form 8-K, and is not intended to, and does not purport to, represent what the combined company’s actual results or financial condition would have been if the Acquisition had occurred on the relevant date, and is not intended to project the future results or financial condition that the combined company may achieve following the Acquisition.

 

Item 9.01         Financial Statements and Exhibits

 

 

 

 

 

Attached to this Amendment No. 1 as Exhibit 99.3 is the unaudited pro forma condensed statement of operations of the Company for the nine months ended September 30, 2025, and the fiscal year ended December 31, 2024. The unaudited pro forma condensed statement of operations of the Company should be read together with the Company’s historical condensed consolidated financial statements included in its quarterly report on Form 10-Q for the quarter ended September 30, 2025.

 

 

 

 

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.