Nicholas Financial Enters Material Definitive Agreement

TL;DR

NICK signed a big deal, filing shows.

AI Summary

Nicholas Financial, Inc. announced on May 1, 2024, that it entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and its principal executive offices are located in Clearwater, Florida.

Why It Matters

This filing indicates a significant new agreement for Nicholas Financial, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that may affect the company's financial stability and stock performance.

Key Players & Entities

• Nicholas Financial, Inc. (company) — Registrant
• May 1, 2024 (date) — Date of earliest event reported
• Clearwater, Florida (location) — Principal Executive Offices
• Delaware (location) — State of Incorporation

FAQ

Key Financial Figures

• $37,500,000 — ch options for a base purchase price of $37,500,000, subject to adjustment in accordance wi
• $900,000 — ggregate principal amount not to exceed $900,000. The Purchase Agreement provides that t

Filing Documents

• nick-20240501.htm (8-K) — 52KB
• nick-ex2_1.htm (EX-2.1) — 830KB
• nick-ex99_1.htm (EX-99.1) — 9KB
• 0000950170-24-053577.txt ( ) — 1118KB
• nick-20240501.xsd (EX-101.SCH) — 25KB
• nick-20240501_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 1, 2024, Nicholas Financial, Inc. (the "Company") entered into a Share Purchase Agreement (the "Purchase Agreement") with Mark R. Radabaugh, Dale B. Beckmann (Messrs. Radabaugh and Beckmann are referred to herein collectively as the "Sellers" and each as a "Seller") and Amplex Electric, Inc., an Ohio corporation ("Amplex"), pursuant to which the Sellers have agreed to sell, and the Company has agreed to purchase fifty one percent of the issued and outstanding common shares, no par value per share, of Amplex and the Company has agreed to make payment to holders of options for Amplex's common shares in consideration of cancellation of such options for a base purchase price of $37,500,000, subject to adjustment in accordance with the terms of the Purchase Agreement. The transaction will be fully funded with the Company's available cash on hand and the Company will not require external financing to fund the transaction. Nicholas Financial, Inc., a Florida corporation ("Nicholas") and an indirect wholly-owned subsidiary of the Company, and Amplex entered into a Term Loan Agreement dated as of February 15, 2024 (the "Loan Agreement"), pursuant to which Nicholas agreed to make one or more term loan advances to Amplex in an aggregate principal amount not to exceed $900,000. The Purchase Agreement provides that the number of Amplex common shares held by one of the Sellers shall be deemed contributed to Amplex in an amount, based on the purchase price per share under the Purchase Agreement, equal to all of the unpaid principal and accrued interest outstanding under the Loan Agreement as of the closing of the transactions contemplated by the Purchase Agreement and the number of Amplex common shares held by the Company shall be increased by a corresponding number of shares. The Purchase Agreement contains customary representations and warranties regarding the parties, and the transaction contemplated by the Purc

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On May 6, 2024, the Company issued a press release in connection with the events reported above. A copy of the press release is furnished as Exhibit 99.1. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 hereto is being furnished for informational purposes only and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, except as otherwise expressly stated in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit # Description 2.1 Share Purchase Agreement, dated as of May 1, 2024, between Mark R. Radabaugh, Dale B. Beckmann, Amplex Electric, Inc., Nicholas Financial, Inc.* 99.1 Press Release Dated May 6, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL) * Certain terms in the Purchase Agreement have been omitted pursuant to Instruction 6 to Item 1.01 of Form 8-K because such terms are both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. The registrant undertakes to furnish copies of any of the omitted schedules, exhibits and terms upon request by the Securities and Exchange Commission. 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: May 6, 2024 /s/ Irina Nashtatik Irina Nashtatik Chief Financial Officer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR