Nicholas Financial Files 8-K with Shareholder Votes and Financials
Ticker: OMCC · Form: 8-K · Filed: Apr 19, 2024 · CIK: 1000045
Sentiment: neutral
Topics: corporate-governance, financial-reporting, sec-filing
Related Tickers: NICK
TL;DR
NICHOLAS FINANCIAL (NICK) filed an 8-K on 4/19 covering shareholder votes and financials from 4/15.
AI Summary
Nicholas Financial, Inc. filed an 8-K on April 19, 2024, reporting on matters submitted to a vote of security holders, Regulation FD disclosures, and other events. The filing includes financial statements and exhibits, with the earliest reported event date being April 15, 2024. The company is incorporated in British Columbia, Canada, and its principal executive offices are located in Clearwater, Florida.
Why It Matters
This filing provides updates on corporate governance and financial reporting for Nicholas Financial, Inc., which could impact investor decisions and regulatory compliance.
Risk Assessment
Risk Level: low — The filing is a routine 8-K reporting on corporate events and financial statements, not indicating any immediate significant risks.
Key Players & Entities
- NICHOLAS FINANCIAL, INC. (company) — Registrant
- April 15, 2024 (date) — Earliest event reported
- April 19, 2024 (date) — Filing date
- Clearwater, Florida (location) — Principal executive offices
- British Columbia, Canada (location) — Jurisdiction of Incorporation
FAQ
What specific matters were submitted to a vote of security holders?
The filing indicates 'Submission of Matters to a Vote of Security Holders' as an item, but the specific details of these matters are not provided in the excerpt.
What is the nature of the Regulation FD Disclosure mentioned?
The filing lists 'Regulation FD Disclosure' as an item, but the specific content of this disclosure is not detailed in the provided text.
What are the principal executive offices of Nicholas Financial, Inc.?
The principal executive offices are located at 26133 US Highway 19 North, Suite 300, Clearwater, Florida 33763-2017.
When was Nicholas Financial, Inc. incorporated?
The company was incorporated in British Columbia, Canada.
What is the filing date of this 8-K report?
This 8-K report was filed on April 19, 2024.
Filing Stats: 748 words · 3 min read · ~2 pages · Grade level 11.3 · Accepted 2024-04-19 10:10:15
Key Financial Figures
- $0.01 — stock as a Delaware corporation will be $0.01 par value per share. Item 8.01. Other
Filing Documents
- nick-20240415.htm (8-K) — 61KB
- nick-ex5_1.htm (EX-5.1) — 15KB
- nick-ex8_1.htm (EX-8.1) — 16KB
- nick-ex8_2.htm (EX-8.2) — 16KB
- 0000950170-24-045749.txt ( ) — 221KB
- nick-20240415.xsd (EX-101.SCH) — 25KB
- nick-20240415_htm.xml (XML) — 5KB
07
Item 5.07 Submission of Matters to a Vote of Security Holders Nicholas Financial, Inc. (the "Registrant") held a Special Meeting of Shareholders on April 15, 2024 to vote on two proposals as described in the Registrant's Registration Statement on Form S-4 (File No. 333-275704), as amended, filed with the Securities and Exchange Commission (the "SEC") on January 29, 2024 (the "Registration Statement") and its Proxy Circular/Prospectus filed with the SEC on March 19, 2024 (the "Proxy Circular"). The following tables detail the voting results: Proposal 1: continuation and domestication of the Registrant from British Columbia to the State of Delaware (the "Domestication") and Certificate of Corporate Domestication and Certificate of Incorporation as described and set forth in the Registration Statement and Proxy Circular. Shares Voted For Shares Abstaining Shares Voted Against Broker Non-Votes 5,586,184.00 653,004.00 3,087.00 0.00 Proposal 2: sale of all or substantially all of the Registrant's undertaking as described and set forth in the Registration Statement and Proxy Circular. Shares Voted For Shares Abstaining Shares Voted Against Broker Non-Votes 5,571,690.00 653,134.00 17,451.00 0.00
01. Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. The Registrant anticipates that the Domestication will become effective on April 19, 2024 and shares of the Company's common stock, as a Delaware corporation, will begin trading at the open of trading on The Nasdaq Global Select Market on April 22, 2024 under the trading symbol "NICK" which is the same trading symbol under which the common shares of the Registrant, as a British Columbia corporation, previously traded. The new CUSIP number for the Company's common stock, as a Delaware corporation, following the Domestication, will be 65373A109. The par value of the Registrant's common shares as a British Columbia corporation was no par value per share and the par value of its common stock as a Delaware corporation will be $0.01 par value per share.
01. Other Events
Item 8.01. Other Events. The "Registrant is filing the exhibits listed in Item 9.01(d) below in connection with the Registration Statement and the Proxy Circular and the matters set forth therein.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (a) Not applicable (b) Not applicable (c) Not applicable (d) Exhibits: Exhibit # Description 5.1 Opinion of Kutak Rock LLP regarding validity of the securities being registered 8.1 Opinion of Kutak Rock LLP regarding certain tax matters 8.2 Opinion of Thorsteinssons LLP regarding certain tax matters SIGNA TURES 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. NICHOLAS FINANCIAL, INC. (Registrant) Date: April 19, 2024 /s/ Irina Nashtatik Irina Nashtatik Chief Financial Officer (Principal Financial Officer)