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): | August 25, 2021 | ||||
MVB Financial Corp. | ||
(Exact name of registrant as specified in its charter) |
West Virginia | 001-38314 | 20-0034461 | ||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
301 Virginia Avenue, Fairmont, WV | 26554-2777 | ||||
(Address of principal executive offices) | (Zip Code) |
(304) 363-4800 | ||
(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 | ||||||||||||
Common stock, $1.00 par value | MVBF | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 3.02. Unregistered Sales of Equity Securities.
On August 25, 2021, MVB Bank, Inc. (“MVB Bank”), a West Virginia corporation and wholly owned subsidiary of MVB Financial Corporation (“MVB”), entered into Stock Purchase Agreements (the “Purchase Agreements”) with each of Brandon White, GenSpend Systems, LLC, Dylan Massey and Thomas Mainville.
Pursuant to the Purchase Agreements, and upon the terms and conditions set forth therein, MVB Bank acquired shares of common stock of Interchecks Technologies, Inc., a Delaware corporation (“Interchecks”), resulting in an increase of MVB Bank’s minority interest in Interchecks. The purchase price for the Interchecks stock purchased under the Purchase Agreements was paid in the form of MVB common stock (an aggregate of 107,928 unregistered shares).
The securities to be issued in connection with the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder.
Item 8.01. Other Events.
On August 26, 2021, MVB issued a Press Release announcing the acquisition of shares of common stock in Interchecks. The foregoing description of the Press Release is qualified in its entirety by reference to the complete text of the Press Release furnished as Exhibit 99.1 hereto, which is hereby incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release of MVB Financial Corp. dated August 26, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
MVB Financial Corp. | ||||||||
By: | /s/ Larry F. Mazza | |||||||
Larry F. Mazza President and Chief Executive Officer |
Date: August 26, 2021