8-K: Old Market Capital Invests $4M in Amplex Holdings

Old Market Capital Corporation announced an additional $4 million investment in Amplex Holdings Inc. by purchasing 4,297 shares of common stock.

Summary

• Old Market Capital Corporation (OMCC) entered into a Subscription Agreement on November 25, 2025, to invest an additional $4,000,000 in Amplex Holdings Inc. (Amplex).
• OMCC will purchase 4,297 shares of Amplex's Common Stock at a price of $930.84 per share.
• This transaction and its economic terms were previously contemplated by a Stockholders Agreement dated June 15, 2024, among OMCC, Amplex, and Mark R. Radabaugh.
• Upon receipt of payment, Amplex will issue the share certificate and register OMCC as the record owner of the shares.
• The shares are not registered under the Securities Act of 1933 or any state securities laws and may not be transferred or sold except pursuant to registration provisions or applicable exemptions.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The investment is a planned, non-dilutive (for OMCC) capital allocation, reinforcing an existing strategic relationship. It provides capital to Amplex, which is positive for its growth, and indicates continued confidence from OMCC. No negative surprises are present.

Positives

• Old Market Capital Corporation is increasing its investment in Amplex Holdings Inc., signaling continued confidence in the company.
• Amplex Holdings Inc. receives an additional $4,000,000 in capital, which can support its operations and growth initiatives.

Negatives

• The shares acquired by Old Market Capital Corporation are not registered under securities laws, limiting their transferability and liquidity.
• The investment is in a private entity, Amplex Holdings Inc., which typically offers less transparency compared to publicly traded companies.

Risks

• The acquired shares are subject to Encumbrances arising under the Stockholders Agreement dated June 15, 2024, and applicable state and federal securities laws.
• The shares are not registered under the Securities Act of 1933 or any state securities laws, meaning they cannot be freely transferred or sold without registration or an applicable exemption.
• Investment in a private company carries inherent risks related to valuation, liquidity, and access to information.

Future Outlook

The filing primarily details a completed investment transaction and does not provide explicit forward-looking statements or guidance regarding future performance or strategic direction beyond the immediate terms of the agreement.

Management Comments

• The report was signed by Charles Krebs, Chief Financial Officer of Old Market Capital Corporation, indicating formal acknowledgment and execution of the agreement.

Industry Context

This transaction represents a strategic investment by a public company (Old Market Capital Corporation) into a private entity (Amplex Holdings Inc.). Such investments are common for diversification, strategic partnerships, or to gain exposure to specific growth areas, often pre-arranged through prior agreements like the Stockholders Agreement mentioned.

Comparison to Industry Standards

• The investment structure, involving a subscription agreement for unregistered shares, is standard for private placements, particularly when an existing relationship (like the Stockholders Agreement) is in place.
• Without specific financial details or business operations of Amplex Holdings Inc., a direct comparison to industry benchmarks or comparable companies/projects is not feasible based solely on this filing.

Corporate Governance

Legal Proceedings

• No actions, suits, claims, investigations, or other legal proceedings are pending or, to the knowledge of the Corporation, threatened against or by the Corporation that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement.

Related Party Transactions

• The investment is made by Old Market Capital Corporation into Amplex Holdings Inc., where a prior Stockholders Agreement already exists between the two entities and Mark R. Radabaugh. This indicates an ongoing relationship between the parties.

Stakeholder Impact

• Shareholders of Old Market Capital Corporation: The company is deploying capital into an existing portfolio company, which could impact future returns depending on Amplex's performance.
• Amplex Holdings Inc. (and its existing shareholders): Receives a significant capital injection, which can fund operations, expansion, or other strategic initiatives.
• Mark R. Radabaugh: As a party to the original Stockholders Agreement, this transaction likely aligns with the existing governance structure involving him.

Next Steps

• Upon receipt of payment, Amplex Holdings Inc. will issue the certificate for the Shares to Old Market Capital Corporation.
• Old Market Capital Corporation's name will be registered on the share transfer books of Amplex Holdings Inc. as the record owner of the Shares.

Key Dates

Recommendation

This filing details a pre-arranged, expected investment by Old Market Capital Corporation into Amplex Holdings Inc. It confirms an existing strategic relationship and capital allocation plan rather than introducing new, unexpected information that would significantly alter the company's fundamental outlook or valuation. Therefore, a 'hold' recommendation is appropriate as there's no immediate catalyst for a change in investment stance based solely on this disclosure.

Keywords

Old Market Capital Corporation, Amplex Holdings Inc., Investment, Subscription Agreement, Common Stock, Private Placement, Capital Raise, SEC Filing, 8-K