10-K/A: MediaCo Holding Inc. Files Amendment No. 1 to Form 10-K, Providing Updated Information on Directors, Executive Compensation, and Related Matters

MediaCo Holding Inc. files an amendment to its annual report on Form 10-K to include information previously omitted regarding directors, executive compensation, security ownership, related transactions, accounting fees, and exhibits.

Summary

• MediaCo Holding Inc. filed Amendment No. 1 to its Form 10-K for the year ended December 31, 2024.
• The amendment includes information on Part III, Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence), Item 14 (Principal Accounting Fees and Services) and Part IV, Item 15 (Exhibits, Financial Statement Schedules).
• The original filing indicated that Part III would be incorporated by reference to the company's definitive proxy statement, but the company does not anticipate filing the proxy statement by April 30, 2025.
• The amendment includes new certifications by the principal executive officer and principal financial officer.
• As of April 18, 2025, there were 41,238,824 Class A Shares and 5,413,197 Class B Shares issued and outstanding.
• The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, as of June 30, 2024, was $13,485,737.

Sentiment

Score: 7

Explanation: The document is primarily factual and informative, presenting required disclosures. The sentiment is neutral, with a slight positive leaning due to the company fulfilling its reporting obligations and providing transparency.

Positives

• The company is providing additional transparency by filing this amendment.
• The Board consists of a diverse collection of individuals that bring a variety of complementary skills.
• MediaCo aspires to the highest ethical standards for our employees, officers and directors, and remains committed to the interests of our shareholders and other constituents.

Management Changes

Corporate Governance

Related Party Transactions

• On April 17, 2024, MediaCo and Purchaser, entered into the Asset Purchase Agreement, pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the Estrella Broadcast Assets)) (the Purchased Assets), and assumed substantially all of the liabilities (the Assumed Liabilities) of Estrella and its subsidiaries.
• On April 17, 2024, in connection with the Transactions contemplated by the Asset Purchase Agreement (the Transactions), MediaCo and Purchaser entered into an Option Agreement (the Option Agreement) with Estrella and certain subsidiaries of Estrella pursuant to which (i) Purchaser was granted the option to purchase 100% of the equity interests of certain subsidiaries of Estrella holding the Estrella Broadcast Assets (the Option Subsidiaries Equity) in exchange for 7,051,538 shares of Class A Shares, and (ii) Estrella was granted the right to put the Option Subsidiaries Equity to Purchaser for the same consideration beginning six months after the date of the closing of the Transactions (the Closing Date).
• On April 17, 2024, in connection with the Transactions, SG Broadcasting, the holder of shares of Class A Shares and Class B Shares representing a majority of the voting power of the shares of MediaCo, entered into a Voting and Support Agreement with MediaCo and Estrella (the Voting and Support Agreement), pursuant to which SG Broadcasting agreed to, among other things, and subject to the terms and conditions set forth therein, at any meeting of MediaCo shareholders (including the Shareholders Meeting), or at any adjournment or postponement thereof, vote in favor of the Proposal and against any action or proposal that would reasonably be expected to prevent or materially delay consummation of the Proposal.
• On April 17, 2024, in connection with the Transactions, MediaCo issued the Warrant, which provides for the purchase of up to 28,206,152 shares of Class A Shares (the Warrant Shares), subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $0.00001.
• On April 17, 2024, in connection with the Transactions, MediaCo entered into a shareholders agreement with SG Broadcasting and Aggregator (the Shareholders Agreement).
• On April 17, 2024, in connection with the Transactions, MediaCo entered into a registration rights agreement with SG Broadcasting and Aggregator (the Registration Rights Agreement), pursuant to which MediaCo has granted each of SG Broadcasting and Aggregator customary underwritten shelf takedown and piggyback rights with respect to the registration of shares of Class A Shares with the Commission under the Securities Act of 1933, as amended (the Securities Act).
• On April 17, 2024, in connection with the Transactions, Purchaser entered into a Network Program Supply Agreement (the Network Program Supply Agreement) with certain subsidiaries of Estrella that operate radio broadcast stations (the Radio Stations).
• On April 17, 2024, in connection with the Transactions, Purchaser entered into a Network Affiliation Agreement (the Network Affiliation Agreement) with certain subsidiaries of Estrella that operate television broadcast stations (the TV Stations).
• On October 29, 2024, the Company and Standard Media Group LLC (SMG) entered into an Employee Leasing Agreement, effective as of October 1, 2024 (the Leasing Agreement).

Stakeholder Impact

• The filing of this amendment ensures that shareholders have access to complete and accurate information about the company's governance, executive compensation, and financial matters.
• The disclosed related party transactions provide transparency regarding the company's dealings with affiliates and other related parties.

Key Dates

Keywords

Form 10-K/A, amendment, directors, executive compensation, security ownership, related transactions, corporate governance, MediaCo Holding Inc.