3 unchanged sentences
There is no established public trading market for MediaCo’ Class B common stock or Series A convertible preferred stock.
−Removed: At March 9, 2021, there were 2,228 beneficial holders of the Class A common stock, and there was one beneficial holder of the Class B common stock.
+Added: At March 16, 2022, there were 243 stockholders of record of the Class A common stock, and there was one stockholder of record of the Class B common stock.
+Added: These figures do not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
MediaCo currently intends to retain future earnings for use in its business and has no plans to pay any dividends on shares of its common stock in the foreseeable future.
MediaCo’s senior credit agreement sets forth certain restrictions on our ability to pay dividends.
−Removed: See Note 6 to the accompanying consolidated and combined financial statements for more discussion of the revolving credit agreement.
−Removed: UNREGISTERED SALES OF EQUITY SECURITIES
−Removed: On January 16, 2020, the Company issued to Emmis 16,596 shares of Class A common stock and issued to SG Broadcasting 53,444 shares of Class B common stock.
−Removed: This pro rata issuance was to enable Emmis to distribute on January 17, 2020, 0.1265 shares of Class A common stock for each outstanding share of Emmis common stock as of the record date for the distribution, while ensuring that the ratio of Class A common stock to Class B common stock remained constant.
−Removed: As of July 1, 2020, SG Broadcasting had loaned to the Company $11.3 million for working capital purposes pursuant to a Second Amended and Restated Promissory Note from the Company, which is convertible beginning six months after its issuance date into shares of MediaCo Class A common stock at a price equal to the average of the volume-weighted average prices of the Class A Stock on the Nasdaq Capital Market (or certain other alternative trading markets if the Class A common stock is instead listed on one of such markets) for the last 30 trading days prior to the date of conversion, except that if there is no trading market for any such day, then the price used for such day shall be the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the OTCQX, OTCQB, Pink or Grey markets (in that order) operated by OTCMarkets.
−Removed: On August 28, 2020, SG Broadcasting loaned an additional $8.7 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes.
−Removed: On September 30, 2020, SG Broadcasting loaned an additional $0.3 million to the Company pursuant to an additional SG Broadcasting Promissory Note (the “Additional SG Promissory Note”) for working capital purposes.
−Removed: The Additional SG Promissory Note is convertible at any time into shares of MediaCo Class A common stock at the same conversion price as the Second Amended and Restated SG Promissory Note.
−Removed: However, the Additional SG Broadcasting Promissory Note contains a limitation on conversion of the outstanding principal and any accrued but unpaid interest thereunder into shares of the Class A Common Stock, par value $0.01 per share (the “Class A Stock”), of the Company, such that the maximum number of shares of Class A Stock to be issued in connection with the conversion of the Additional SG Broadcasting Promissory Note shall not, without the prior approval of the shareholders of the Company, (i) exceed a number of shares equal to 19.9% of the outstanding shares of common stock of the Company immediately prior to September 30, 2020, (ii) exceed a number of shares that would evidence voting power greater than 19.9% of the combined voting power of the outstanding voting securities of the Company immediately prior to September 30, 2020, or (iii) otherwise exceed such number of shares of capital stock of the Company that would violate applicable listing rules of Nasdaq, in each of subsections (i) through (iii), only to the extent required by applicable Nasdaq rules and guidance (the “Share Cap”).
−Removed: In the event the number of shares of Class A Stock to be issued upon conversion of the Additional SG Broadcasting Promissory Note exceeds the Share Cap, then the portions of the Additional SG Broadcasting Promissory Note that would result in the issuance of any excess shares shall cease being convertible, and the Company shall instead either (x) repay such portions of the Additional SG Broadcasting Promissory Note in cash or (y) obtain shareholder approval of the issuance of shares of Class A Stock in excess of the Share Cap prior to the issuance thereof.
−Removed: Each of these sales of securities was consummated pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, as amended.
−Removed: SG Broadcasting is a sophisticated entity and the terms of the Second Amended and Restated SG Promissory Note and the additional SG Promissory Note were negotiated by the parties.
−Removed: SELECTED FINANCIAL DATA.
−Removed: As a smaller reporting company, we are not required to provide this information.
+Added: See Note 6 to the accompanying consolidated financial statements for more discussion of the revolving credit agreement.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.