MFIN Medallion Financial Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2024

 

MEDALLION FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

001-37747

(Commission File Number)

04-3291176

(IRS Employer Identification No.)

 

437 MADISON AVENUE, 38th Floor

NEW YORK, New York 10022

(Address of Principal Executive Offices) (Zip Code)

(212) 328-2100

(Registrant’s Telephone Number, Including Area Code)

 

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:

☐	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, par value $0.01 per share	MFIN	NASDAQ Global Select Market

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. 

 

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Item 1.01 Entry into a Material Definitive Agreement.

Amendment 2 to Korr Cooperation Agreement

On November 1, 2024, Medallion Financial Corp. (the “Company”) entered into Amendment No. 2 to Cooperation Agreement (the “Second Amendment”) with KORR Value L.P., KORR Acquisitions Group, Inc., Kenneth Orr, David Orr and Jonathan Orr (the “KORR Parties”), which amended the Cooperation Agreement dated as of May 1, 2022 (the “Original Agreement”), as amended by that certain Amendment to Cooperation Agreement, dated as of August 10, 2022 (the “First Amendment,” and, the Original Agreement, as so amended by the First Amendment and the Second Amendment, the “Cooperation Agreement”) .

Pursuant to the Second Amendment,

 

The other provisions of the Original Agreement and the First Amendment remain in full force and effect.

The foregoing summary of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the Original Agreement, the First Amendment and the Second Amendment, which are incorporated herein by reference. See Exhibits 10.1, 10.2, and 10.3, respectively, below.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
 

10.1	Cooperation Agreement, dated as of May 1, 2022, by and among Medallion Financial Corp., KORR Value L.P., KORR Acquisitions Group, Inc., Kenneth Orr, David Orr, and Jonathan Orr. (Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on May 2, 2022 (File No. 001-37747) and incorporated by reference herein.)
10.2	Amendment to Cooperation Agreement, dated as of August 10, 2022, by and among Medallion Financial Corp., KORR Value L.P., KORR Acquisitions Group, Inc., Kenneth Orr, David Orr, and Jonathan Orr. (Filed as Exhibit 10.2 to the Current Report on Form 8-K/A filed on August 11, 2022 (File No. 001-37747) and incorporated by reference herein.).
10.3	Amendment 2 to Cooperation Agreement, dated as of November 1, 2024, by and among Medallion Financial Corp., KORR Value L.P., KORR Acquisitions Group, Inc., Kenneth Orr, David Orr, and Jonathan Orr.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 4, 2024

MEDALLION FINANCIAL CORP.
By:		/s/ Anthony N. Cutrone
		Name: Anthony N. Cutrone
		Title: Chief Financial Officer

 

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Amendment No. 2 to Cooperation Agreement

This AMENDMENT NO. 2 TO COOPERATION AGREEMENT (this “Amendment”) is made and entered into as of November 1, 2024, by and among Medallion Financial Corp., a Delaware corporation (the “Company”), on the one hand, and KORR Value L.P., a Delaware limited partnership (“KORR Value”), KORR Acquisitions Group, Inc., a New York corporation, Kenneth Orr, David Orr and Jonathan Orr (collectively, the “KORR Parties”), on the other hand. The Company and the KORR Parties are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Original Agreement, as amended by the First Amendment (each as defined below) (the Original Agreement, as amended by the First Amendment, the “Previous Agreement”);.

WHEREAS, the Company and the KORR Parties are party to that certain Cooperation Agreement, dated as of May 1, 2022 ("Original Agreement"), as amended by that certain Amendment to Cooperation Agreement, dated as of August 10, 2022 (the “First Amendment”); and

WHEREAS, the parties hereto desire to enter into certain amendments to the Previous Agreement (the Previous Agreement, as further amended by this Amendment, the “Agreement”), as further provided herein;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

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For clarification, assuming the Company mails its proxy statement relating to the Annual Meeting of Stockholders on April 30, such nomination deadline would be December 31 of the previous year and such date 30 days before the nomination deadline would be December 1 of the previous year.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the parties has executed this Amendment No. 2 to Cooperation Agreement, or caused the same to be executed by its duly authorized representative, as of the date first above written.

THE COMPANY:

MEDALLION FINANCIAL CORP.

By: /s/ Alvin Murstein

Name: Alvin Murstein

Title: Chairman and Chief Executive Officer

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THE KORR PARTIES:

KORR VALUE L.P.   By: KORR Acquisitions Group, Inc., its General Partner       By: /s/ Kenneth Orr Name: Kenneth Orr Title: Chief Executive Officer

 

KORR ACQUISITIONS GROUP, INC.         By: /s/ Kenneth Orr Name: Kenneth Orr Title: Chief Executive Officer

 

KENNETH ORR   /s/ Kenneth Orr

 

DAVID ORR   /s/ David Orr

 

JONATHAN ORR   /s/ Jonathan Orr

 

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v3.24.3

Document and Entity Information	Nov. 01, 2024
Cover [Abstract]
Entity Registrant Name	MEDALLION FINANCIAL CORP.
Amendment Flag	true
Entity Central Index Key	0001000209
Document Type	8-K/A
Document Period End Date	Nov. 01, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-37747
Entity Tax Identification Number	04-3291176
Entity Address, Address Line One	437 MADISON AVENUE
Entity Address, Address Line Two	38th Floor
Entity Address, City or Town	NEW YORK
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	328-2100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	MFIN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Description	On November 1, 2024, Medallion Financial Corp. (the “Company”) entered into Amendment No. 2 to Cooperation Agreement (the “Second Amendment”) with KORR Value L.P., KORR Acquisitions Group, Inc., Kenneth Orr, David Orr and Jonathan Orr (the “KORR Parties”), which amended the Cooperation Agreement dated as of May 1, 2022 (the “Original Agreement”), as amended by that certain Amendment to Cooperation Agreement, dated as of August 10, 2022 (the “First Amendment,” and, the Original Agreement, as so amended by the First Amendment and the Second Amendment, the “Cooperation Agreement”) .

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