Current Report Filing (8-k)
October 04 2022 - 5:30PM
Edgar (US Regulatory)
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0001141688
2022-10-01
2022-10-01
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xbrli:shares
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xbrli:shares
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) October 1, 2022
Landmark
Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 000-33203
Delaware |
|
43-1930755 |
(State or other jurisdiction
of incorporation) |
|
(I.R.S. Employer
Identification Number) |
701
Poyntz
Manhattan,
Kansas 66502
(Address
of principal executive offices, including zip code)
(785)
565-2000
(Registrant’s
telephone number, including area code)
N/A
(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 (see General Instruction A.2 below):
☐ |
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 |
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, $0.01 Par Value |
|
LARK |
|
The Nasdaq Global Market |
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
8.01. Other Items
On
October 1, 2022, Landmark Bancorp, Inc., a Delaware corporation (“Landmark”), completed its acquisition of Freedom Bancshares,
Inc., a Kansas corporation (“Freedom”) and the holding company for Freedom Bank (the “Merger”). The Merger was
completed pursuant to an Agreement and Plan of Merger, dated June 28, 2022, among Landmark, LARK Investment Corporation, a Delaware corporation
and wholly-owned subsidiary of Landmark, and Freedom (the “Merger Agreement”). A copy of the Merger Agreement is attached
as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 28, 2022.
On
October 4, 2022, Landmark issued a press release announcing the closing of the Merger. A copy of the press release is attached as Exhibit
99.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
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.
|
LANDMARK BANCORP, INC |
|
|
Dated: October 4, 2022 |
By: |
/s/ Mark A. Herpich |
|
|
Mark A. Herpich |
|
|
Chief Financial Officer |
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