DALN DallasNews Corporation

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): December 23, 2024

DallasNews CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 1-33741

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:

Securities registered pursuant to Section 12(b) of the Act:

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 1.01. Entry into a Material Definitive Agreement.

On December 23, 2024, The Dallas Morning News, Inc. (“TDMN”), a Delaware corporation and a wholly-owned subsidiary of DallasNews Corporation, a Texas corporation, and 2201 Luna Road, LLC, a Texas limited liability company (the “Purchaser”), entered into a First Amendment to Purchase and Sale Agreement (the “Amendment”), which amends that certain Purchase and Sale Agreement, by and between TDMN and the Purchaser, dated December 16, 2024 (the “Sale Agreement”), with respect to the sale of the property located at 3900 Plano Parkway, Plano, Texas 75075, including the building that currently serves as TDMN’s print facility and the surrounding land (collectively, the “North Plant Property”).

As previously disclosed, the Sale Agreement provides for a customary inspection period with respect to the North Plant Property ending on January 17, 2025, and contemplates a closing date of February 1, 2025. The Amendment provides the Purchaser a one-time right to concurrently extend (i) the expiration of the inspection period to January 31, 2025, and (ii) the closing date to February 28, 2025, so long as, no later than 5:00 p.m. on January 17, 2025, the Purchaser (x) provides notice to TDMN of its election to exercise the extension right and (y) releases to TDMN $500,000 of the Purchaser’s deposit, which amount would cease to be a portion of the deposit, would be fully earned by TDMN and would be nonrefundable to the Purchaser except in certain limited circumstances involving a default by TDMN under the Sale Agreement.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

‎

SIGNATURE

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 thereunto duly authorized.

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT



This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is executed as of December 23, 2024 (the “Effective Date”),  by and between The Dallas Morning News, Inc., a Delaware corporation (“Seller”), and 2201 Luna Road, LLC, a Texas limited liability company (“Purchaser”) Capitalized terms used but not defined herein have the meanings assigned to such terms in the Purchase Agreement.

RECITALS:



WHEREAS, Seller and Purchaser are parties to that certain Purchase and Sale Agreement dated as of December 16, 2024, by and between Seller and Purchaser (the “Original Agreement”);

WHEREAS, Seller and Purchaser now desire to amend the Original Agreement in accordance with the terms herein set forth herein (the Original Agreement as amended by this First Amendment is hereinafter referred to as the “Agreement”).

AGREEMENTS:

NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

[Remainder of page intentionally blank. Signature pages follow.]

IN WITNESS WHEREOF, the undersigned have executed this First Amendment to be effective as of the date first written above.

SELLER:



The Dallas Morning News, Inc.,

a Delaware corporation



By: /s/ Katy Murray

Name: Katy Murray

Title: President







PURCHASER:



2201 Luna Road, LLC,

a Texas limited liability company



By: /s/ Yaoyao Cao

Name: Yaoyao Cao

Title: Manager