bomn20210928_424b5.htm

424B5 1 bomn20210928_424b5.htm bomn20210928_424b5.htm

Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-254870

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(1)
Class A Common Stock, $0.001 par value per share	$100,000,000	$10,910.00

(1)

The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price, and Rule 457(r) under the Securities Act.

PROSPECTUS SUPPLEMENT

(to prospectus dated March 30, 2021)

$100,000,000

Class A Common Stock

We have entered into a sales agreement with Wells Fargo Securities, LLC, which we refer to as “Wells Fargo”, relating to shares of our Class A common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell from time to time up to $100,000,000 of shares of our Class A common stock through Wells Fargo acting as our agent.

Our Class A common stock is listed on The NASDAQ Capital Market, which we refer to as “NASDAQ,” under the symbol “BOMN.” On September 28, 2021, the last reported sales price of the Class A common stock was $41.70 per share.

Sales of our Class A common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. Wells Fargo is not required to sell any specific amount of securities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Wells Fargo and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.


	Page
About This Prospectus Supplement	S-1
Special Note Regarding Forward-Looking Statements	S-2
The Company	S-4
The Offering	S-5
Risk Factors	S-6
Use of Proceeds	S-8
Dividend Policy	S-8
Dilution	S-8
Plan of Distribution	S-9
Legal Matters	S-10
Experts	S-11
Where You Can Find More Information	S-11
Incorporation By Reference	S-11

	Page
About This Prospectus	1
Special Note Regarding Forward-Looking Statements	1
The Company	2
Risk Factors	3
Use of Proceeds	3
Description of Capital Stock	4
Description of Class A Common Stock	4
Description of Preferred Stock	8
Description of Debt Securities	10
Description of Warrants	17
Forms of Securities	18
Taxation	20
Plan of Distribution	20
Legal Matters	22
Experts	22
Where You Can Find More Information	23
Incorporation By Reference	23


THE OFFERING
Common stock offered by us	Shares of our Class A common stock having an aggregate offering price of up to $100,000,000.

Manner of offering	“At the market” offering made from time to time through Wells Fargo as our sales agent. See “Plan of Distribution” on page S-9 of this prospectus supplement.

Use of Proceeds	We currently intend to use the net proceeds of this offering for general corporate purposes, which may include financing our existing businesses and operations, and expanding our businesses and operations through additional acquisitions and minority investments and additional hires. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses of the proceeds from this offering. As a result, our management will retain broad discretion in the allocation and use of the net proceeds from this offering. See “Use of Proceeds” on page S-8 of this prospectus supplement.

Risk Factors	An investment in our Class A common stock involves a high degree of risk. See the information contained in or incorporated by reference under “Risk Factors” on page S-6 of this prospectus supplement and under similar headings in the accompanying prospectus and the other documents that are incorporated by reference herein, as well as the other information included in or incorporated by reference in this prospectus supplement and the accompanying prospectus.

NASDAQ Capital Market Symbol	Our Class A common stock is listed on The NASDAQ Capital Market under the symbol “BOMN.”

Assumed public offering price per share			$	41.70
Net tangible book value per share as of June 30, 2021	$	12.03
Increase in net tangible book value per share attributable to this offering		2.13
Pro forma net tangible book value per share as of June 30, 2021, after giving effect to this offering				14.16

Dilution per share to new investors purchasing shares in this offering			$	27.54

	●	the impact of the novel coronavirus, which we refer to as “COVID-19,” on our business and the general economy;
	●	the competitive nature of the industries in which we conduct our business;
	●	general business and economic conditions;
	●	demand for services in our industries;

	●	our ability to acquire suitable businesses;
	●	our ability to successfully integrate acquired businesses;
	●	our business strategy;
	●	pricing pressures and competitive factors;
	●	the effect of a loss of, or financial distress of, any reinsurance company which we rely on for our insurance operations;
	●	our ability to obtain or renew customer contracts;
	●	the market price and availability of materials or equipment;
	●	increased costs as the result of being a public company;
	●	our relationship with our two largest stockholders, Magnolia Capital Fund, L.P., which we refer to as “Magnolia,” and Boulderado Partners, LLC, which we refer to as “Boulderado”;
	●	the diversion of management’s attention and other disruptions associated with potential future acquisitions;
	●	future capital expenditures;
	●	the risks associated with our investments in both publicly traded securities and privately held businesses;
	●	changes in technology affecting our markets;
	●	our analysis of market and economic opportunities in the industries we operate;
	●	our financial strategy, liquidity, capital required for our ongoing operations and acquisitions, and our ability to raise additional capital;
	●	our ability to obtain permits, approvals and authorizations from governmental and third parties, and the effects of government regulation;
	●	our ability to avoid becoming an inadvertent Investment Company within the meaning of the Investment Company Act of 1940, as amended
	●	our dividend policy;
	●	our history of losses and ability to maintain profitability in the future;
	●	our future operating results; and
	●	plans, objectives, expectations and intentions.

	●	Amend, alter or otherwise change the rights, preferences or privileges of the Class B common stock, or amend, alter or repeal any provision of our certificate of incorporation or bylaws in a manner that adversely affects the powers, preferences or rights of the Class B common stock.
	●	Liquidate, dissolve or wind-up our business, effect any merger or consolidation or any other deemed liquidation event or consent to any of the foregoing.
	●	Create, or authorize the creation of, or issue or issue additional shares of Class B common stock, or increase the authorized number of shares of any additional class or series of capital stock.
	●	Increase or decrease the authorized number of directors constituting the board of directors.
	●	Hire, terminate, change the compensation of, or amend the employment agreements of, our executive officers.
	●	Purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of our capital stock.

	●	Create, or authorize the creation of, or issue, or authorize the issuance of any debt security, if our aggregate indebtedness for borrowed money following such action would exceed $10,000, or guarantee, any indebtedness except for our own trade accounts arising in the ordinary course of business.
	●	Make, or permit any subsidiary to make, any loan or advance outside of the ordinary course of business to any employee or director.
	●	Create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by us or permit any direct or indirect subsidiary to sell, lease, or otherwise dispose of all or substantially all of the assets of any subsidiary.
	●	Change our principal business, enter new lines of business, or exit the current line of business.
	●	Enter into any agreement involving the payment, contribution, or assignment by us or to us of money or assets greater than $10,000.
	●	Enter into or be a party to any transaction outside of the ordinary course of business with any our directors, officers, or employees or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person or entity.
	●	Acquire, by merger, stock purchase, asset purchase or otherwise, any material assets or securities of any other corporation, partnership or other entity.

	●	prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
	●	upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
	●	on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

	●	to or through underwriters, brokers or dealers;
	●	through agents, including transactions in which a broker or dealer as agent solicits purchasers and ordinary brokerage transactions by the broker or dealer as agent;
	●	directly to one or more other purchasers in negotiated sales or competitively bid transactions;
	●	through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction; or
	●	through a combination of any of the above methods of sale.

	●	at a fixed price, or prices, which may be changed from time to time;
	●	at market prices prevailing at the time of sale;
	●	at prices related to such prevailing market prices; or
	●	at negotiated prices.

	●	the name of the agent or any underwriters;
	●	the public offering or purchase price;
	●	any discounts and commissions to be allowed or paid to the agent or underwriters;
	●	all other items constituting underwriting compensation;
	●	any discounts, concessions and commissions to be allowed or paid to dealers; and
	●	any exchanges on which the securities will be listed.

	●	the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and
	●	if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts.

SEC Form 424B5 filed by Boston Omaha Corporation