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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): July 23, 2024

Atlanticus Holdings Corporation

(Exact name of registrant as specified in its charter)

Georgia

000-53717

58-2336689

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328

(Address of principal executive offices)

Registrant’s telephone number, including area code: 770-828-2000

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 class

Trading Symbol

Name of exchange on which registered

Common stock, no par value

ATLC

Nasdaq Global Select Market

7.625% Series B Cumulative Perpetual Preferred Stock, no par value

ATLCP

Nasdaq Global Select Market

6.125% Senior Notes due 2026

ATLCL

Nasdaq Global Select Market

9.25% Senior Notes due 2029

ATLCZ

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.          ☐

Item 2.02.         Results of Operations and Financial Condition.

The preliminary financial information as of June 30, 2024, and for the quarter then ended, set forth under Item 8.01 below is incorporated into this Item 2.02 by reference.

Item 7.01. Regulation FD Disclosure.

On July 23, 2024, Atlanticus Holdings Corporation (the “Company”) issued a press release (the “Press Release”) announcing that it has commenced an underwritten registered public add-on offering (the “Add-On Offering”) of its 9.25% Senior Notes due 2029 (the “Additional Notes”). The Additional Notes from the Add-On Offering are an additional issue of our $57,250,000 aggregate principal amount of 9.25% Senior Notes due 2029 that the Company sold in January and February 2024 (the “Existing Notes”). The Additional Notes will be treated as a single series with the Existing Notes and will have the same terms as the Existing Notes (other than with respect to the price to the public, the issue date and the initial interest payment date). The Additional Notes will have the same CUSIP number and will be fungible and rank equally with the Existing Notes. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On July 23, 2024, the Company released an investor presentation that will be used by the Company with respect to the Add-On Offering (the “Investor Presentation”). A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On July 23, 2024, the Company filed a preliminary prospectus supplement with the Securities and Exchange Commission (the “Commission”) under its effective shelf registration statement on Form S-3 (Registration No. 333-279345) (the “Preliminary Prospectus Supplement”) in connection with the Add-On Offering. The Preliminary Prospectus Supplement contains prelimi

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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): January 24, 2024

Atlanticus Holdings Corporation

(Exact name of registrant as specified in its charter)

Georgia

000-53717

58-2336689

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328

(Address of principal executive offices)

Registrant’s telephone number, including area code: 770-828-2000

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 class

Trading Symbol

Name of exchange on which registered

Common stock, no par value

ATLC

Nasdaq Global Select Market

7.625% Series B Cumulative Perpetual Preferred Stock, no par value

ATLCP

Nasdaq Global Select Market

6.125% Senior Notes due 2026

ATLCL

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.          ☐

Item 2.02.         Results of Operations and Financial Condition.

The preliminary financial information as of December 31, 2023, and for the quarter then ended, set forth under Item 8.01 below is incorporated into this Item 2.02 by reference.

Item 7.01.         Regulation FD Disclosure.

On January 24, 2024, Atlanticus Holdings Corporation (the “Company”) issued a press release (the “Press Release”) announcing that it has commenced an underwritten public offering of Senior Notes due 2029 (the “Offering”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On January 24, 2024, the Company released an investor presentation that will be used by the Company with respect to the Offering (the “Investor Presentation”). A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01.         Other Events.

On January 24, 2024, the Company filed a preliminary prospectus supplement with the Securities and Exchange Commission (the “Commission”) under its effective shelf registration statement on Form S-3 (Registration No. 333-255834) (the “Preliminary Prospectus Supplement”) in connection with the Offering. The Preliminary Prospectus Supplement contains preliminary financial information as of December 31, 2023, and for the quarter then ended, and includes the following disclosure:

●

Unrestricted cash and cash equivalents: Approximately $339 million

●

Aggregate unpaid gross balance of loans, interest and fees receivable that are reported at fair value: Approximately $2,411 million

●

Notes payable outstanding, net: Approximately $1,862 million

●

Total revenue: Approximately $309 million

●

Net income attributable to common shareholders: In the range of $18-20 million

The preparation of financial statements for the Company for the year ended December 31, 2023, is not yet complete. Accordingly, the preliminary financial information presented in the Preliminary Prospectus

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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): November 8, 2023

Atlanticus Holdings Corporation

(Exact name of registrant as specified in its charter)

Georgia

000-53717

58-2336689

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328

(Address of principal executive offices)

Registrant’s telephone number, including area code: 770-828-2000

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, no par value per share

ATLC

NASDAQ Global Select Market

Series B Preferred Stock, no par value per share

ATLCP

NASDAQ Global Select Market

Senior Notes due 2026

ATLCL

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.          ☐

Item 2.02

Results of Operations and Financial Condition.

On November 8, 2023, Atlanticus Holdings Corporation (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2023. A copy of the Company’s press release is attached and furnished herewith as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Note: Information in this report (including Exhibit 99.1) furnished pursuant to Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated November 8, 2023

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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.

ATLANTICUS HOLDINGS CORPORATION

Date:         November 8, 2023

By:

/s/William R. McCamey

Name:   William R. McCamey

Title:      Chief Financial Officer

2