[10-K/A] Nicholas Financial Inc Amends Annual Report

Rhea-AI Filing Summary

Old Market Capital Corporation (NASDAQ: OMCC) has filed Form 10-K/A (Amendment No. 1) for the fiscal year ended 31 March 2025. The amendment is narrowly focused and does not revise previously issued financial statements. Instead, it corrects two clerical items on the original Form 10-K:

• Auditors’ Report date change: The opinion of Forvis Mazars, LLP is re-dated to 27 June 2025 (from 27 June 2024).
• Sarbanes-Oxley §404(b) checkbox: The “internal control over financial reporting” attestation box is now unchecked; the company was not subject to an auditor’s ICFR opinion.

The re-issued audit report remains unqualified, confirming that the consolidated financial statements for FY 2024 and FY 2025 are presented fairly in accordance with U.S. GAAP. The auditor again highlights one Critical Audit Matter: valuation of property, plant & equipment, trade name, and customer relationships acquired via the 15 June 2024 acquisition of Amplex Electric, Inc. Key assumptions scrutinised include projected cash flows, attrition rates, discount rates and royalty rates, for which internal valuation specialists were engaged.

Capitalisation snapshot: As of 23 June 2025 the company had 12.7 million shares issued, but 6.7 million are entitled to vote after subtracting treasury and subsidiary-held shares. Aggregate market value held by non-affiliates was $42.3 million based on 30 September 2024 NASDAQ pricing.

Aside from the technical corrections above, no quantitative operating or earnings data are provided in this amendment. Governance disclosures confirm the company is a non-accelerated filer, smaller reporting company, and not an emerging growth company. Management and board signatures were re-submitted as of 30 June 2025.

Positive

• Clean audit opinion reaffirmed; no misstatements identified in FY 2025 and FY 2024 financials.
• Administrative amendment only; financial results and guidance remain unchanged.
• Disclosure clarifies critical audit matter procedures, providing transparency on acquisition valuation.

Negative

• Disclosure-control lapse evidenced by incorrect audit-report date and §404(b) checkbox in original filing.
• Unchecked §404(b) box confirms no external opinion on internal control effectiveness, lowering assurance for investors.

Insights

Financial Analyst

TL;DR – Unqualified audit opinion unchanged; 10-K/A fixes clerical errors, minimal direct financial impact.

The amendment merely revises the audit report date and corrects a mistakenly checked §404(b) box. Importantly, Forvis Mazars still issues a clean opinion on FY 2025 and FY 2024 statements, so there is no restatement of numbers. Investors should note, however, that the unchecked §404(b) box confirms no external opinion on internal controls, typical for a non-accelerated filer but a notch lower in assurance. The disclosed Critical Audit Matter around the Amplex Electric purchase underscores management’s reliance on significant valuation assumptions, yet this was already flagged in the original filing. Overall, the amendment is administrative, with negligible valuation effect unless investors reinterpret the control-oversight gap.

Corporate Governance Expert

TL;DR – Filing error correction raises process-quality questions, but governance impact minor.

Mis-dating an audit opinion and mis-marking the §404(b) checkbox suggest lapses in disclosure controls. While the fixes are straightforward, such errors can erode confidence in the company’s reporting discipline—especially given the emphasis on valuation judgments for the recent Amplex acquisition. The absence of an ICFR audit is permissible for a non-accelerated filer, yet investors may still discount governance quality. Because the underlying financial statements remain intact, the amendment’s net impact is neutral, but management should strengthen review protocols to avoid future inaccuracies.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED MARCH 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _ to _

Commission file number: 0-26680

OLD MARKET CAPITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		59-2506879
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1601 Dodge St., Suite 3350
Omaha, Nebraska		68102
(Address of Principal Executive Offices)		(Zip Code)

(531) 867-3631

(Registrant's telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	OMCC	NASDAQ

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		Accelerated filer		Non-accelerated filer	
Smaller reporting company	☒	Emerging growth company	☐

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. 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No 

The aggregate market value of Common Stock of the registrant, all of which is voting, held by non‑affiliates based on the closing sales price on NASDAQ on September 30, 2024 was $42.3 million.

As of June 23, 2025, approximately 6.7 million shares of common stock of the Registrant were outstanding. Of the Registrant’s approximately 12.7 million shares of common stock issued as of that date, approximately 5.4 million shares were held by the Registrant’s principal operating subsidiary and approximately 658 thousand shares were held by the Registrant. Pursuant to applicable law, the shares held by the Registrant and its subsidiary are not entitled to vote and, accordingly, approximately 6.7 million shares were entitled to vote.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the 2025 Annual General Meeting of Shareholders are incorporated by reference into Part III, Items 10 through 14, of this Annual Report on Form 10-K.

Explanatory Note

This Amendment No. 1 to the Annual Report on Form 10-K of Old Market Capital Corporation (the "Company") amends the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2025, submitted to the Securities and Exchange Commission on June 27, 2025 and subsequently deemed accepted and filed on June 30, 2025. The Company is filing this Amendment No. 1 for the purpose of revising the Report of the Independent Registered Public Accounting Firm's Opinion on the Consolidated Financial Statements (the "Auditors' Report"), in Part II, Item 8 to change the date of the Auditors' Report from June 27, 2024 to June 27, 2025.

Additionally, on the cover page of the Company's Form 10-K, previously submitted to the Securities and Exchange Commission on June 27, 2025 and subsequently deemed accepted and filed on June 30, 2025, the question pertaining to whether the registrant has filed a report on the effectiveness of internal control under section 404(b) of the Sarbanes-Oxley Act, the response selected was "yes." The question calls for an indication by check mark, and the box should have been left unchecked. This has been amended herein.

PART II.

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm0F

To the Shareholders, Board of Directors, and Audit Committee

Old Market Capital Corporation

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Old Market Capital Corporation and subsidiaries (the “Company”) as of March 31, 2025 and 2024, the related consolidated statements of operations, redeemable non-controlling interest and shareholders' equity, and cash flows for each of the years in the two-year period ended March 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

3

Valuation of Acquired Property, Plant and Equipment, Trade Name and Customer Relationships

As described in Note 3 to the financial statements, on June 15, 2024, the Company acquired a majority of the issued and outstanding common shares Amplex Electric, Inc. The acquisition was accounted for using the acquisition method of accounting, which requires, among other things, that identifiable assets acquired be recognized at their fair values as of the acquisition date. Such acquired assets included property, plant and equipment, a trade name and customer relationships, which were valued using valuation models and methods. We identified the Company’s fair value estimates of the acquired property, plant and equipment, a trade name and customer relationships as a critical audit matter. The principal considerations for that determination included the level of subjectivity, judgment, and audit effort involved in evaluating management’s fair value estimates, particularly assumptions related to the forecasted revenues and cash flows, attrition rate, discount rate, and market-based royalty rate, as well as the involvement of an auditor’s specialist.

The primary procedures we performed to address this critical audit matter included the following:

•We obtained an understanding of management’s process for determining the fair value measurements of the acquired property, plant and equipment, trade name and customer relationships.

•We evaluated forward-looking assumptions, such as the forecasted revenues and cash flows, attrition rate, discount rate, and market-based royalty rate used by management, by performing procedures that included, but were not limited to, comparisons to industry and historical performance data, and sensitivity analysis to assess their reasonableness.

•Utilizing internal valuation specialists, we evaluated the significant assumptions and methods used in developing the fair value estimates of the property, plant and equipment, trade name and customer relationships, including:

oWe evaluated the appropriateness of the valuation models and methodologies used by management in making the estimate.

oWe evaluated the reasonableness of the key assumptions used by management related to the revenue and cash flow projections and attrition.

oWe developed an independent calculation of the discount rate for comparison with the rate used by management.

oWe reperformed the calculation of the fair value of the property, plant and equipment.

/s/ Forvis Mazars, LLP

We have served as the Company’s auditor since 2022.

Atlanta, Georgia

June 27, 2025

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

4

Signature		Title		Date
/s/ Jeffrey Royal		Chief Executive Officer (Principal Executive Officer)		June 30, 2025
Jeffrey Royal
/s/ Charlie Krebs		Chief Financial Officer (Principal Financial and Accounting Officer)		June 30, 2025
Charlie Krebs
/s/ Adam Peterson		Director		June 30, 2025
Adam Peterson
/s/ Mark Hutchins		Director		June 30, 2025
Mark Hutchins
/s/ Jeremy Zhu		Director		June 30, 2025
Jeremy Zhu
/s/ Brendan Keating		Director		June 30, 2025
Brendan Keating

5

FAQ

Why did Old Market Capital Corporation file a Form 10-K/A?

To correct the audit report date to 27 June 2025 and to remove an improperly checked §404(b) internal-control attestation box.

Did the auditor change its opinion on OMCC's financial statements?

No. Forvis Mazars, LLP continues to issue an unqualified opinion for FY 2025 and FY 2024.

Does the company have an auditor’s opinion on internal controls?

No. As a non-accelerated filer, OMCC is not required to provide—and did not receive—a §404(b) internal-control audit.

How many shares of OMCC are outstanding and entitled to vote?

As of 23 June 2025, 6.7 million shares are entitled to vote after treasury and subsidiary-held shares are excluded.

What critical audit matter did the auditor highlight?

The valuation of assets (PP&E, trade name, customer relationships) acquired in the Amplex Electric, Inc. purchase on 15 June 2024.

What is OMCC’s market value held by non-affiliates?

Approximately $42.3 million based on the 30 September 2024 NASDAQ closing price.