As filed with the Securities and Exchange Commission on December 15, 2023
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Quaint Oak Bancorp, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Pennsylvania
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35-2293957 |
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(I.R.S. Employer Identification No.) |
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501 Knowles Avenue, Southampton, Pennsylvania
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18966 |
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(Address of Principal Executive Offices)
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(Zip Code) |
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Quaint Oak Bancorp, Inc. 2023 Stock Incentive Plan
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(Full Title of the Plan)
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Robert T. Strong
President and Chief Executive Officer
Quaint Oak Bancorp, Inc.
501 Knowles Avenue
Southampton, Pennsylvania 18966
(215) 364-4059
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Copies to:
Eric M. Marion, Esq.
Silver, Freedman, Taff & Tiernan LLP
3299 K Street, N.W., Suite 100
Washington, D.C. 20007
(202) 295-4500
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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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 7(a)(2)(B) of the Securities Act.
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PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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*
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Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act and the “Note” to Part I on Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and Exchange Commission (the “Commission”) by the Company are incorporated by reference in this registration statement:
(a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 000-52694);
(b) All reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the financial statements included in the Annual Report on Form 10-K referred to in clause (a) above;
(c) The description of the Common Stock of the Company contained in the Company’s Registration Statement on Form SB-2 filed with the Commission on March 21, 2007, as amended; and
(d) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold.
Any statement contained in this registration statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable since the Company’s Common Stock is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of the Registrant’s Bylaws provides as follows:
6.1 Persons Covered. Subject to, and in accordance with, the provisions of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, including actions by or in the right of the Corporation, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director, officer, employee, fiduciary, trustee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, trustee, or agent of another corporation, partnership, joint venture, trust, or other enterprise.
6.2 Derivative Actions.
(a) In the case of a threatened, pending, or completed action or suit by or in the right of the Corporation against a person named in Section 6.1 by reason of such person holding a position named in Section 6.1, the Corporation shall indemnify such person if such person satisfies the standard in Section 6.2(b), for expenses (including attorney’s fees) actually and reasonably incurred by such person in connection with the defense or settlement of the action or suit.
(b) In the case of a threatened, pending, or completed action or suit by or in the right of the Corporation, a person named in Section 6.1 shall be indemnified only if:
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(1) such person is successful on the merits or otherwise; or
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(2) such person acted in good faith in the transaction that is the subject of the suit or action, and in a manner reasonably believed to be in, or not opposed to, the best interests of the Corporation. However, such person shall not be indemnified in respect of any claim, issue, or matter as to which such person has been adjudged liable to the Corporation unless (and only to the extent that) the court of common pleas or the court in which the suit was brought shall determine, upon application, that despite the adjudication of liability but in view of all the circumstances, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
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6.3 Third-Party Actions.
(a) In case of a threatened, pending, or completed suit, action, or proceeding (whether civil, criminal, administrative, or investigative), other than a suit by or in the right of the Corporation, together hereafter referred to as a third-party action, against a person named in Section 6.1 by reason of such person holding a position named in Section 6.1, the Corporation shall indemnify such person if such person satisfies the standard in Section 6.3(b), for amounts actually and reasonably incurred by such person in connection with the defense or settlement of the third-party action, including, but not limited to (i) expenses (including attorneys= fees), (ii) amounts paid in settlement, (iii) judgments, and (iv) fines.
(b) In case of a third-party action, a person named in Section 6.1 shall be indemnified only if:
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(1) such person is successful on the merits or otherwise; or
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(2) such person acted in good faith in the transaction that is the subject of the third-party action and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe such person’s conduct was unlawful. The termination of a third-party action by judgment, order, settlement, conviction, or upon a pleas of nolo contendere or its equivalent shall not, in itself, create a presumption that the person failed to satisfy the standard of this Section 6.3(b).
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6.4 Determination That Standard Has Been Met. A determination that the standard of either Section 6.2(b) or 6.3(b) has been satisfied may be made by a court, or, except as stated in the record sentence of Section 6.2(b), the determination may be made by:
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(1) the Board of Directors by a majority vote of a quorum consisting of directors of the Corporation who were not parties to the action, suit, or proceeding;
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(2) if such a quorum is not obtainable or if obtainable and a majority of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
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(3) the shareholders of the Corporation.
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6.5 Proration. Anyone making a determination under Section 6.4 may determine that a person has met the standard as to some matters but not as to others, and may reasonably prorate amounts to be indemnified.
6.6 Advancement of Expenses. Reasonable expenses incurred by a director, officer, employee, or agent of the Corporation in defending a civil or criminal action, suit, or proceeding described in Section 6.1 may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation.
6.7 Other Rights. The indemnification and advancement of expenses provided by or pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any insurance or other agreement, vote of shareholders or directors, or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
6.8 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person=s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VI.
6.9 Security Fund; Indemnity Agreements. By action of the Board of Directors (notwithstanding their interest in the transaction), the Corporation may create and fund a trust fund or fund of any nature, and may enter into agreements with its officers, directors, employees, and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in this Article VI.
6.10 Modification. The duties of the Corporation to indemnify and to advance expenses to any person as provided in this Article VI shall be in the nature of a contract between the Corporation and each such person, and no amendment or repeal of any provision of this Article VI, and no amendment or termination of any trust fund or other fund created pursuant to Section 6.9 hereof, shall alter to the detriment of such person the right of such person to the advancement of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal, or termination.
6.11 Proceedings Initiated by Indemnified Persons. Notwithstanding any other provision in this Article VI, the Corporation shall not indemnify a director, officer, employee, or agent for any liability incurred in an action, suit, or proceeding initiated by (which shall not be deemed to include counter-claims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the action, suit, or proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the directors then in office.
6.12 Savings Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee, and agent of the Corporation as to costs, charges, and expenses (including attorneys= fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.
If the laws of the Commonwealth of Pennsylvania are amended to permit further indemnification of the directors, officers, employees, and agents of the Corporation, then the Corporation shall indemnify such persons to the fullest extent permitted by law. Any repeal or modification of this Article VI by the Board of Directors or the shareholders of the Corporation shall not adversely affect any right or protection of a director, officer, employee, or agent existing at the time of such repeal or modification.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or resold pursuant to this registration statement.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into this registration statement on Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):
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* Filed herewith.
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(1)
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Incorporated by reference from the Company’s Registration Statement on Form SB-2 (Commission File No. 333-141474) filed with the Commission on March 21, 2007.
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(2)
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Incorporated by reference from the Company’s Definitive Proxy Statement for the annual meeting of stockholders held on May 10, 2023 (Commission File No. 000-52694) filed with the Commission on April 5, 2023.
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Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4. That, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the questions whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Southampton, Commonwealth of Pennsylvania, on this 13th day of December 2023.
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QUAINT OAK BANCORP, INC.
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By:
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/s/ Robert T. Strong |
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Robert T. Strong
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby makes, constitutes and appoints Robert T. Strong his or her true and lawful attorney, with full power to sign for such person and in such person’s name and capacity indicated below, and with full power of substitution any and all amendments to this registration statement, hereby ratifying and confirming such person’s signature as it may be signed by said attorney to any and all amendments.
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Name
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Title
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Date
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| /s/ Robert T. Strong |
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Robert T. Strong
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Director, President and Chief Executive Officer (principal executive officer)
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December 13, 2023
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| /s/ John J. Augustine |
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John J. Augustine
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Director, Executive Vice President and Chief Financial
Officer (principal financial and
accounting officer)
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December 13, 2023
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| /s/ Robert J. Phillips |
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Robert J. Phillips
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Chairman of the Board
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December 13, 2023
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| /s/ George M. Ager, Jr. |
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George M. Ager, Jr.
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Director
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December 13, 2023
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| /s/ James J. Clarke |
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James J. Clarke
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Director
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December 13, 2023
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| /s/ Andrew E. DiPiero, Jr. |
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Andrew E. DiPiero, Jr.
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Director
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December 13, 2023
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| /s/ Kenneth R. Gant |
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Kenneth R. Gant
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Director
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December 13, 2023
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| /s/ Susan M. Vettori |
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Susan M. Vettori
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Director
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December 13, 2023
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Exhibit 5.0
Law Offices
Silver, Freedman, Taff & Tiernan LLP
A Limited Liability Partnership Including Professional Corporations
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3299 K STREET, N.W., SUITE 100
WASHINGTON, D.C. 20007
(202) 295-4500
WWW.SFTTLAW.COM
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TELECOPIER NUMBER
(202) 337-5502
PHONE NUMBER
(202) 295-4500
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December 13, 2023
Board of Directors
Quaint Oak Bancorp, Inc.
501 Knowles Avenue
Southampton, Pennsylvania 18966
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Re: |
Registration Statement on Form S-8
2023 Stock Incentive Plan
175,000 Shares of Common Stock
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Gentlemen:
We have acted as special counsel to Quaint Oak Bancorp, Inc., a Pennsylvania corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-8 (the “Registration Statement”). The Registration Statement relates to the registration of up to 175,000 shares of common stock, par value $.01 per share (“Common Stock”), of the Company to be issued pursuant to the Company’s 2023 Stock Incentive Plan (the “Plan”) upon the exercise of stock options (“Stock Options”) or upon the vesting of plan share awards including performance share awards (collectively, “Share Awards”). The Registration Statement also registers an indeterminate number of additional shares which may be necessary under the Plan to adjust the number of shares registered thereby for issuance as the result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock. We have been requested by the Company to furnish an opinion to be included as an exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement and related prospectus, the Articles of Incorporation and Bylaws of the Company, the Plan, a specimen stock certificate evidencing the Common Stock, resolutions of the Board of Directors of the Company and such other corporate records and documents as we have deemed appropriate for the purposes of this opinion. We are relying upon the originals, or copies certified or otherwise identified to our satisfaction, of the corporate records of the Company and such other instruments, certificates and representations of public officials, officers and representatives of the Company as we have deemed relevant as a basis for this opinion.
Board of Directors
Quaint Oak Bancorp, Inc.
December 13, 2023
Page 2
In addition, we have assumed, without independent verification, the genuineness of all signatures and the authenticity of all documents furnished to us and the conformance in all respects of copies to originals. Furthermore, we have made such factual inquiries and reviewed such laws as we determined to be relevant for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares of Common Stock issuable pursuant to Stock Options and Share Awards will continue to be validly authorized on the dates the Common Stock is issued pursuant to the exercise of Stock Options or the vesting of Share Awards, as applicable; (ii) on the dates the Stock Options are exercised and the Share Awards vest, the Stock Options and the Share Awards will constitute valid, legal and binding obligations of the Company and will be enforceable as to the Company in accordance with their terms (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors’ rights generally); (iii) the Stock Options are exercised in accordance with their terms and the Plan and the exercise price therefor is paid in accordance with the terms thereof; (iv) no change occurs in applicable law or the pertinent facts; and (v) the provisions of “blue sky” and other securities laws as may be applicable will have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein, we are of the opinion as of the date hereof that the shares of Common Stock to be issued pursuant to the Plan, when issued in accordance with the Plan and, with respect to the exercise of Stock Options, upon receipt by the Company of the payment of the applicable exercise price, will be legally issued, fully paid and non-assessable shares of Common Stock of the Company.
In rendering this opinion, we express no opinion as to the laws of any jurisdiction other than the Pennsylvania Business Corporation Law of 1988, as currently in effect. This opinion is limited to the facts bearing on this opinion as they exist on the date of this letter. We disclaim any obligation to review or supplement this opinion or to advise you of any change in the circumstances, laws or events that may occur subsequent to the date hereof or otherwise update this opinion.
We hereby consent to the reference to this firm under the caption “Legal Opinion” in the prospectus prepared with respect to the Plan and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
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Very truly yours,
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/s/ SILVER, FREEDMAN, TAFF & TIERNAN LLP |
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SILVER, FREEDMAN, TAFF & TIERNAN LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Quaint Oak Bancorp, Inc. of our report dated March 30, 2023, relating to our audit of the consolidated financial statements, which is incorporated in the Annual Report on Form 10-K of Quaint Oak Bancorp, Inc. for the year ended December 31, 2022.
/s/S.R. Snodgrass, P.C.
Cranberry Township, Pennsylvania
December 15, 2023
Exhibit 107.0
Calculation of Filing Fee Table
FORM S-8
(Form Type)
Quaint Oak Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
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Security Type
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Security
Class Title
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Fee Calculation Rule
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Amount
Registered(1)
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Proposed
Maximum Offering Price Per Share
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Maximum Aggregate Offering Price
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Fee Rate
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Amount of
Registration Fee(2)
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Equity
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Common Stock, par value $0.01 per share
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Rules 457(c) and 457(h)
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95,250(2)
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$ 18.00(3)
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$ 1,714,500.00
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0.00014760
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$253.06
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Equity
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Common Stock, par value $0.01 per share
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Rules 457(c) and 457(h)
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79,750(4)
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$ 11.25(4)
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$ 897,187.50
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0.00014760
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$132.43
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Total Offering Amounts
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$ 2,611,687.50
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$385.49
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Total Fee Offsets
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-
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Net Fee Due
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$385.49
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(1)
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Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Quaint Oak Bancorp, Inc. 2023 Stock Incentive Plan (the “Plan”) as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock, par value $.01 per share (“Common Stock”), of Quaint Oak Bancorp, Inc. (the “Company or the “Registrant”).
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(2)
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Represents the 95,250 shares that may be issued upon the exercise of options to purchase shares of Common Stock granted under the Plan prior to the date hereof.
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(3)
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Represents the exercise price of $18.00 at which options for 95,250 shares of Common Stock have been granted under the Plan in accordance with Rule 457(h)(1) promulgated under the Securities Act of 1933, as amended (“Securities Act”).
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(4)
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The 79,750 shares represent shares of Common Stock which have been reserved under the Plan for issuance pursuant to the exercise of stock options or the vesting of share awards and are available for future grant. The Proposed Maximum Offering Price Per Share is equal to the average of the high and low price of the Common Stock on December 12, 2023 on the OTC Market and estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c).
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