Amendment: Nicholas Financial Inc. filed SEC Form 8-K: Financial Statements and Exhibits, Regulation FD Disclosure
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
In conjunction with the closing of the Amplex Acquisition, the Company converted the outstanding principal and accrued interest of approximately $0.8 million under the Term Loan Advances into 421 shares of Amplex common stock at the share purchase price of $1,792.55 and purchased an additional 1,674 shares of Amplex common stock at a price of $1,792.55 per share for a total of $3.0 million. These transactions concurrently executed at the Transaction Closing Date increased the Company's ownership in Amplex to 56.5%.
This Current Report on Form 8-K/A amends Item 9.01 of the Current Report on Form 8-K filed by the Company on May 6, 2024 to include the historical financial statements of Amplex and the pro forma financial information required by Item 9.01 of Form 8-K, attached hereto as Exhibits 99.1, 99.2 and 99.3. The pro forma financial information included in this Form 8- K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and Amplex would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve as a result of the Company’s acquisition of Amplex. Except as described above, all other information in the Company’s Current Report on Form 8-K filed on May 6, 2024 remains unchanged.
Item 7.01 Regulation FD.
The information in this Item 7.01, including the exhibit hereto, (x) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and (y) shall not be incorporated by reference into any filing of the Company with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless the Company specifically states that the information or exhibit in this particular report with respect to Item 7.01 are incorporated by reference).
Item 9.01 Financial Statements and Exhibits.
The historical audited consolidated financial statements of Amplex and its subsidiaries as of October 31, 2023 and 2022 and for the years ended October 31, 2023 and 2022, including the notes related thereto and the related report of Bolinger, Segars, Gilbert & Moss, LLP, Amplex’s independent auditor, as of February 16, 2024 are filed as Exhibit 99.1 and incorporated herein by reference.
The historical unaudited interim condensed consolidated financial statements of Amplex and its subsidiaries as of April 30, 2024 and 2023 and for the six months ended April 30, 2024 and 2023, including the notes related thereto and the related review report of Bolinger, Segars, Gilbert & Moss, LLP, Amplex's independent accountants, as of August 27, 2024 are filed as Exhibit 99.2 and incorporated herein by reference.
Unaudited pro forma condensed consolidated statements of operations of the Company and Amplex for the three months ended June 30, 2024 and 2023, respectively, and the notes related thereto are filed as Exhibit 99.3 and incorporated herein by reference.
Exhibit Index
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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/s/ Mike Rost |
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Chief Executive Officer (Principal Executive Officer) |
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August 29, 2024 |
Mike Rost |
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/s/ Charlie Krebs |
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Chief Financial Officer (Principal Financial and Accounting Officer) |
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August 29, 2024 |
Charlie Krebs |
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