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EX-99.1 - EXHIBIT 99.1 PRESS RELEASE DATED MARCH 18, 2020 TITLED "BOSTON OMAHA CORPORATION - BOSTON OMAHA Corpex_177892.htm

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):  March 18, 2020

 

BOSTON OMAHA CORPORATION

(Exact name of registrant as specified in its Charter)

 

Delaware

001-38113

27-0788438

(State or other jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

 

 

1411 Harney St., Suite 200

Omaha, Nebraska 68102

(Address and telephone number of principal executive offices, including zip code)

 

 (857) 256-0079

(Registrant's telephone number, including area code)

 

Not Applicable

(Former name or address, if changed since last report)

 

Securities registered under Section 12(b) of the Exchange Act:

 

 

Title of Class

Trading Symbol

Name of Exchange on Which Registered

Class A common stock,

$0.001 par value per share

BOMN

The Nasdaq Stock Market LLC

(NASDAQ Capital Market)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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. ☐

 

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ITEM 8.01

Other Events

 

On March 18, 2020, the Board of Directors (the “Board”) of Boston Omaha Corp. (“Boston Omaha” or the "Company"), authorized and approved a share repurchase program for up to $20,000,000 worth of shares of its Class A common stock (the “Repurchase Program”). Under the Repurchase Program, Boston Omaha intends to repurchase shares, from time to time, in solicited or unsolicited transactions in the open market, privately-negotiated transactions, transactions pursuant to a Rule 10b5-1 plan, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). The repurchase program does not obligate Boston Omaha to purchase any particular number of shares and will run through the earlier of June 30, 2021, or the Board’s decision that the Repurchase Program is no longer consistent with Boston Omaha’s short-term and long-term objectives.

 

The Board also authorized Boston Omaha to enter into written trading plans under Rule 10b5-1 of the Exchange Act.  Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, Boston Omaha’s third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase Boston Omaha Class A common stock in accordance with the terms of the plan.  Boston Omaha may from time to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its Class A common stock pursuant to its Repurchase Program.

 

Boston Omaha cannot predict when or if it will repurchase any shares of Class A common stock as such share repurchase will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s shares; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities quoted on the NASDAQ Market; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company does not undertake to update any forward-looking statements or information, including those contained in this report.

Information regarding share repurchases will be available in Boston Omaha’s periodic reports on Form 10-Q and Form 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

 

A copy of the press release is filed with this report and incorporated herein by reference.

 

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits. The Exhibit Index set forth below is incorporated herein by reference.

 

EXHIBIT INDEX

 

Exhibit

Number

  Exhibit Title
     
99.1  

Press release, dated March 18, 2020, titled “Boston Omaha Corporation Announces Adoption of Class A Common Stock Repurchase Program”

               

                       

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.

 

 

BOSTON OMAHA CORPORATION

(Registrant)

 

 

 

 

 

 

 

 

 

 

By:

/s/ Joshua P. Weisenburger

 

 

 

Joshua P. Weisenburger,

 

 

 

Chief Financial Officer

 

                                                                     

Date: March 18, 2020

 

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