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Boston Omaha loses Nasdaq controlled company status

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Boston Omaha loses Nasdaq controlled company status

Boston Omaha Corp. on July 3 said that it is no longer qualified for Nasdaq's controlled company exemption and must now adhere to all general Nasdaq corporate governance guidelines.

The company currently meets all of the aforementioned guidelines except for one that requires its board of directors to include independent directors. As a result, the company must add an additional independent director within the next year, so that independent directors make up a majority of the board.

The loss of the controlled company status is due to its shareholder, Magnolia Capital Fund LP, losing a majority of the voting power necessary to vote Boston Omaha's outside directors, caused by several factors, including the pro rata distribution of its class A common stock to its limited partners, recent share distributions by the Boston Omaha through a private placement closed in May and a previously announced at-the-market offering.

Following the recent share distributions, Magnolia continues to hold the largest voting power percentage of Boston Omaha's class A and class B common stock on a combined basis, at about 32.6% based on outstanding shares and about 33.1% if all class B common stock warrants held by Magnolia Capital are exercised.

Meanwhile, the recent private placement completed in May sees Boulderado Group LLC's voting power in the shares it controls bumped to about 29.9% of all voting power in Boston Omaha, based on outstanding shares, and approximately 30.6% if all of Boulderado Partners LLC's class B common stock warrants are exercised.