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 23, 2023

Mediaco Holding Inc.
(Exact Name of Registrant as Specified in Its Charter)

001-39029
(Commission File Number)

Indiana
84-2427771
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

395 HUDSON ST, FLOOR 7
NEW YORK, New York 10014
(Address of principal executive offices, including zip code)

(212) 229-9797
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

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
Class A Common Stock, par value $0.01 per share
MDIA
Nasdaq Capital 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. ☐

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 23, 2023, MediaCo Holding Inc. (the “Company”) filed Articles of Amendment to its Articles of Amendment of Amended & Restated Articles of Incorporation to increase the number of authorized shares of its Series A Convertible Preferred Stock (the “Convertible Preferred Stock”) from 300,000 to 500,000.  The additional shares will only be issued in payment of the PIK dividend payable on outstanding shares of the Convertible Preferred Stock.


Item 9.01.
Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

 None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

 None

(d) Exhibits.

See the Exhibit Index below, which is incorporated by reference herein.

EXHIBIT INDEX
 
Exhibit
 
Description
 
 
 
 
 
104
Cover Page Interactive Data File (formatted as Inline XBRL).
 

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.
   
MEDIACO HOLDING INC.
 
 
 
Date: March 27, 2023
  
By: 
/s/ Bradford A.  Tobin
   
 
Bradford A. Tobin
President, Chief Operating Officer and
General Counsel

Exhibit 3.1


ARTICLES OF AMENDMENT
TO
ARTICLES OF AMENDMENT OF
AMENDED & RESTATED ARTICLES OF INCORPORATION
OF
MEDIACO HOLDING INC.
March 23, 2023
MediaCo Holding Inc., a corporation organized and existing under the laws of the State of Indiana (the “Corporation”), does hereby certify that, pursuant to authority conferred upon the Board of Directors (the “Board”) by Article VIII of the Amended and Restated Articles of Incorporation of the Corporation (the “Articles of Incorporation”), and pursuant to the provisions of the Indiana Business Corporation Law, said Board of Directors, at a special meeting held on March 3, 2023, adopted resolutions providing for the amendment of the Articles of Amendment, adopted by the Board on December 9, 2019, establishing the designation, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions of the Corporation’s Series A Convertible Preferred Stock, which resolutions are as follows:
WHEREAS, the Articles of Incorporation provide for four classes of shares known as Class A Common Stock, par value $.01 per share (“Class A Shares”), Class B Common Stock, par value $.01 per share (“Class B Shares”), Class C Common Stock, par value $.01 per share (“Class C Shares”), and preferred stock, par value $.01 (“Preferred Stock”); and
WHEREAS, the Board of the Company is authorized by the Articles of Incorporation to provide for the issuance of the shares of Preferred Stock in one or series, and by filing articles of amendment pursuant to the applicable law of the State of Indiana, to establish from time to time the number of shares to be included in each such series, and to fix the designation, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof, including, without limitation, the voting rights, dividend rate, purchase or sinking funds, provisions for redemption, conversion rights, redemption price and liquidation preference; and
WHEREAS, on December 9, 2019, the Board designated a total of 300,000 shares of the Preferred Stock as “Series A Convertible Preferred Stock (“Series A Preferred Stock”), and fixed and determined the preferences, rights, qualifications, limitations and restrictions relating to the Series A Preferred Stock as set forth on the Articles of Amendment substantially in the form attached hereto as Exhibit A (the “Articles of Amendment”), which included provision for the payment of PIK dividends on the

outstanding shares of Series A Preferred Stock in the form of additional shares of Series A Preferred Stock; and
WHEREAS, the Board now wishes, in order to permit the issuance of additional shares of Series A Preferred Stock as dividends on the outstanding shares of Series A Preferred Stock in accordance with the terms thereof, to designate an additional 200,000 shares of the Preferred Stock as Series A Preferred Stock, with the same preferences, rights, qualifications, limitations and restrictions as the initial 300,000 shares of Series A Preferred Stock.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors deems it advisable to, and hereby does, designate 200,000 shares of the Preferred Stock as “Series A Convertible Preferred Stock, with the preferences, rights, qualifications, limitations and restrictions relating to the Series A Preferred Stock as set forth in the Articles of Amendment; and it is further:
RESOLVED, the officers of the Company be, and each of them hereby is, authorized and directed to file with the Secretary of State of the State of Indiana articles of amendment to the Articles of Amendment in order to designate the additional 200,000 shares of Series A Preferred Stock, in such form as the officer or officers of the Company executing the same on behalf of the Company may approve and to make available for issuance shares of the Series A Preferred Stock pursuant to such articles of amendment, which such articles of amendment shall amend the Articles of Amendment solely by replacing Section 2 of the Articles of Amendment in its entirety as follows:
2.            Designation.  A total of 500,000 shares of the Corporation’s Preferred Stock shall be designated the “Series A Convertible Preferred Stock” (referred to herein as “Series A Preferred Stock”).
[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to Articles of Amendment to be signed by on the date first written above.

 
MEDIACO HOLDING INC.
 
 
By: /s/ Bradford A. Tobin                                                                                                                                 
Name: Bradford A. Tobin
Title:    President, Chief Operating Officer
             and General Counsel