Old Market Capital (NASDAQ: OMCC) plans voluntary NASDAQ delisting and OTC shift

Rhea-AI Filing Summary

Old Market Capital Corporation plans to voluntarily delist its common stock from the NASDAQ Capital Market and terminate its registration under the federal securities laws. The Board approved filing a Form 25 on or about December 22, 2025, with the delisting and Section 12(b) deregistration expected to become effective on or about January 2, 2026, when NASDAQ trading will cease. After Form 25 is effective, the Company intends to file Form 15 to deregister under Section 12(g) and suspend reporting under Section 15(d), with Exchange Act reporting requirements ending permanently 90 days later. The Company expects its shares to begin quotation on the OTCID Basic Market around January 2, 2026 under the symbol OMCC, but cannot assure continued OTC trading. Management cites public-company costs, low trading volumes, and regulatory burdens as key reasons and expects meaningful annual cost savings, while planning to continue issuing quarterly earnings releases and an Annual Report via its investor portal.

Positive

• None.

Negative

• Voluntary NASDAQ delisting and SEC deregistration will end OMCC's national exchange listing and full Exchange Act reporting, likely reducing liquidity and public transparency for shareholders.

Insights

Equity market structure analyst

OMCC is voluntarily leaving NASDAQ and ending SEC reporting, trading likely shifts to OTC.

Old Market Capital Corporation has approved a plan to voluntarily delist its common stock from the NASDAQ Capital Market and deregister under the Exchange Act. A Form 25 is targeted for on or about December 22, 2025, with delisting and Section 12(b) deregistration expected to be effective on or about January 2, 2026, when NASDAQ trading will end.

Following Form 25 effectiveness, the Company intends to file Form 15 to deregister under Section 12(g) and suspend Section 15(d) reporting, with Exchange Act reporting obligations terminating 90 days thereafter. This will materially reduce ongoing public disclosure compared with a national exchange listing and full SEC reporting.

The Company expects quotation to begin on the OTCID Basic Market around January 2, 2026 under the OMCC symbol, but explicitly notes there is no assurance that OTC trading will continue. The stated rationale is to address public-company costs, low trading volumes, and regulatory burdens, with an expectation of meaningful annual savings; the trade-off is potentially lower liquidity and transparency for existing shareholders.

8-K Event Classification

3 items: 3.01, 8.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001000045 0001000045 2025-12-08 2025-12-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 8, 2025

OLD MARKET CAPITAL CORPORATION

(Exact name of registrant as specified in its Charter)

Delaware		0-26680		59-2506879
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

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

(531) 867-3631

(Registrant’s telephone number, Including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 3.01         Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 8, 2025, the Board of Directors of Old Market Capital Corporation (the "Company") approved a plan to voluntarily delist the Company’s common stock from the NASDAQ Capital Market (“NASDAQ”), suspend its duty to file periodic reports and other information with the U.S. Securities and Exchange Commission (“SEC”), and terminate its registration of common stock under the federal securities laws. The Company intends to file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC on or about December 22, 2025, to effect the voluntary withdrawal of the listing of its securities from NASDAQ and the deregistration of its securities under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Company anticipates that the delisting from NASDAQ and deregistration under Section 12(b) of its securities will become effective on or about January 2, 2026, at which time trading on NASDAQ will cease. Following the effectiveness of the Form 25, the Company intends to file a Form 15 with the SEC to deregister the Company’s securities under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act, at which time the Company anticipates that its obligation to file periodic reports under the Exchange Act, including annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, respectively, will be suspended, and that all requirements associated with being an Exchange Act-registered company, including the requirement to file current and periodic reports, will terminate permanently 90 days thereafter. The Company expects trading on NASDAQ to remain in effect until on or about January 2, 2026, with quotation on the OTC marketplace anticipated to begin on or around January 2, 2026, specifically on the OTCID Basic Market, under the current trading symbol OMCC. The Company can provide no assurance that trading in its common stock will continue on the OTCID Basic Market or otherwise.

The decision to voluntarily delist was made after careful consideration of several factors, including costs associated with being a public reporting company, low trading volumes, regulatory burdens, and to better focus the Company’s resources on enhancing long-term stockholder value. The Company expects to realize meaningful savings on an annual basis as a result of the delisting and deregistering of the Company’s common stock.

The Company does not anticipate any interruption in the trading of its shares during the transition process, although trading volumes and liquidity may vary. The Company also intends to provide quarterly earnings releases and an Annual Report through its Investors Portal which can be found at www.oldmarketcapital.com.

Item 8.01         Other Information

On December 11, 2025, the Company issued a press release announcing its intention to voluntarily delist and deregister its common stock. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01         Financial Statements and Exhibits         

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits:

Exhibit #	Description
99.1	Press Release dated December 11, 2025 entitled “Old Market Capital Board of Directors Approves Plan to Voluntarily delist from NASDAQ and Transition to OTC Markets Exchange”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, hereunto duly authorized.

		Old Market Capital Corporation
			(Registrant)
Date: December 11, 2025			/s/ Charles Krebs
			Charles Krebs
			Chief Financial Officer

FAQ

What is Old Market Capital (OMCC) announcing in this 8-K?

Old Market Capital Corporation is announcing that its Board has approved a plan to voluntarily delist its common stock from the NASDAQ Capital Market and deregister its shares under the federal securities laws. This includes filing Form 25 to remove the NASDAQ listing and a later Form 15 to end registration and ongoing SEC reporting obligations.

When will OMCC shares stop trading on the NASDAQ Capital Market?

The Company intends to file Form 25 on or about December 22, 2025, and anticipates that delisting from NASDAQ and Section 12(b) deregistration will become effective on or about January 2, 2026. At that time, trading of OMCC common stock on the NASDAQ Capital Market will cease.

Where will Old Market Capital (OMCC) stock trade after the NASDAQ delisting?

Old Market Capital expects its common stock to begin quotation on the OTCID Basic Market on or around January 2, 2026, under the current trading symbol OMCC. The Company states that it can provide no assurance that trading in its common stock will continue on the OTCID Basic Market or otherwise.

Will Old Market Capital continue filing SEC reports after deregistration?

After Form 25 becomes effective, the Company intends to file Form 15 to deregister its securities under Section 12(g) and suspend its reporting obligations under Section 15(d) of the Exchange Act. It anticipates that its obligation to file periodic reports, including Forms 10-K and 10-Q, will be suspended, and that all Exchange Act reporting requirements will terminate permanently 90 days after Form 15 is filed.

Why is OMCC choosing to voluntarily delist and deregister its common stock?

The Board's decision followed consideration of several factors, including costs associated with being a public reporting company, low trading volumes, regulatory burdens, and a desire to better focus resources on enhancing long-term stockholder value. The Company expects to realize meaningful annual cost savings from delisting and deregistering its common stock.

Will there be an interruption in trading of OMCC shares during the transition?

The Company states that it does not anticipate any interruption in the trading of its shares during the transition process from NASDAQ to the OTC marketplace, although it notes that trading volumes and liquidity may vary. It expects NASDAQ trading to remain in effect until on or about January 2, 2026, with OTC quotation anticipated to begin on or around the same date.

How will Old Market Capital share financial information after it ends SEC reporting?

Even after suspending Exchange Act reporting, Old Market Capital states that it intends to continue providing quarterly earnings releases and an Annual Report through its Investors Portal, which is available at www.oldmarketcapital.com.