Form 8-K - Current report

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): November 1, 2023 (November 1, 2023)

LCNB CORP.

(Exact name of Registrant as specified in its Charter)


Ohio	001-35292	31-1626393
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)

2 North Broadway, Lebanon, Ohio 45036

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (513) 932-1414

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 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, No Par Value

LCNB

NASDAQ

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 2.01 Completion of Acquisition or Disposition of Assets.

On November 1, 2023, LCNB Corp., an Ohio corporation (“LCNB”), completed its previously announced merger with Cincinnati Bancorp, Inc., a Maryland corporation (“CNNB”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated May 17, 2023. At the effective time of the merger (the “Effective Time”), CNNB merged with and into LCNB (the “Holding Company Merger”), with LCNB as the surviving corporation in the Holding Company Merger. Immediately following the Holding Company Merger, CNNB’s wholly-owned subsidiary bank, Cincinnati Federal, a federal savings bank (“Cincinnati Federal”), merged with and into LCNB National Bank, a national bank and wholly-owned subsidiary of LCNB (“LCNB Bank”), with LCNB Bank as the surviving bank (the “Bank Merger” and with the Holding Company Merger, the “Merger”). By virtue of the Merger, LCNB acquired all of the assets, and succeeded to all of the obligations of CNNB, and LCNB Bank acquired all of the assets and succeeded to all of the obligations of Cincinnati Federal.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of the CNNB common stock issued and outstanding immediately prior to the Effective Time (except for treasury shares as provided for in the Merger Agreement), upon the election of the shareholder and in accordance with the procedures set forth in the Merger Agreement, converted into the right to receive 0.9274 common shares of LCNB, $17.21 in cash, or a combination of both. In addition, each CNNB shareholder who would otherwise be entitled to receive a fractional share of LCNB common stock will receive an amount of cash equal to the product of the fractional LCNB common stock interest to which such holder (after taking into account all CNNB common stock held at the Effective Time by such holder) would otherwise be entitled to multiplied by $17.21.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement attached as Exhibit 2.1 to LCNB’s Current Report on Form 8-K filed on May 18, 2023, and incorporated herein by reference.

Item 8.01 Other Events.

On November 1, 2023, LCNB announced that it completed its acquisition of CNNB as of November 1, 2023. LCNB and CNNB first announced that they had entered into an agreement to merge on May 18, 2023.

A copy of the press release announcing the event is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description of Exhibit

2.1						Agreement and Plan of Merger dated May 17, 2023 between LCNB Corp. and Cincinnati Bancorp, Inc.**
99.1*						Press Release dated November 1, 2023

* Filed herewith

** Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules or exhibits will be furnished to the SEC upon its request.

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 thereunto duly authorized.

LCNB CORP.

Date: November 1, 2023

By: /s/ Robert C. Haines II

Robert C. Haines II
Chief Financial Officer

Exhibit 99.1 Press Release P.O. Box 59 Lebanon, OH 45036 Company Contact: Investor and Media Contact: Eric J. Meilstrup President and Chief Executive Officer LCNB National Bank (513) 932-1414 Shareholderrelations@lcnb.com Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberger.com LCNB Corp. Announces Completion of the Cincinnati Bancorp, Inc. Merger LEBANON, Ohio – November 1, 2023 – LCNB Corp. (“LCNB”) (Nasdaq: LCNB) today announced that it completed its merger with Cincinnati Bancorp, Inc. (“CNNB”), the holding company for Cincinnati Federal, a federal savings bank (“Cincinnati Federal”), effective November 1, 2023. As a result of the merger, shares of CNNB are no longer quoted on the OTCQX Market. Following the merger of CNNB with and into LCNB, Cincinnati Federal merged with and into LCNB National Bank. Eric Meilstrup, President and CEO of LCNB, stated, “We are thrilled to complete this transaction and welcome CNNB’s customers, employees and shareholders to LCNB. The merger creates the premier community banking institution in the Southwestern Ohio and Northern Kentucky markets and provides CNNB’s customers with additional financial products, services and opportunities. This is the fifth transaction LCNB completed over the past ten years, and we look forward to bringing our community- oriented banking and financial services to more customers across the greater Cincinnati and Northern Kentucky markets.” With the addition of CNNB, LCNB now operates 33 full-service banking offices in Ohio and one branch office in Northern Kentucky. Assuming the transaction had been completed as of September 30, 2023, LCNB would have had total deposits of $1.8 billion and total loans of $1.7 billion at September 30, 2023. In connection with the transaction, Robert A. Bedinghaus, the former Chairman and CEO of CNNB, will be appointed to the boards of LCNB and LCNB National Bank, following LCNB’s standard nomination processes. LCNB has been advised by Janney Montgomery Scott LLC and Dinsmore & Shohl LLP. CNNB has been advised by Piper Sandler & Co. and Luse Gorman, PC. About LCNB Corp. LCNB Corp. is a financial holding company headquartered in Lebanon, Ohio. Through its subsidiary, LCNB National Bank (the “Bank”), it serves customers and communities in Southwest and South-Central Ohio and Northern Kentucky. A financial institution with a long tradition for building strong relationships with customers and communities, the Bank offers convenient banking locations in Butler, Clermont, Clinton, Fayette, Franklin, Hamilton, Montgomery, Preble, Ross, and Warren Counties, Ohio. The Bank

also provides community-oriented banking services to customers in Northern Kentucky through a bank office in Boone County, Kentucky. The Bank continually strives to exceed customer expectations and provides an array of services for all personal and business banking needs including checking, savings, online banking, personal lending, business lending, agricultural lending, business support, deposit and treasury, investment services, trust and IRAs and stock purchases. LCNB Corp. common shares are traded on the NASDAQ Capital Market Exchange® under the symbol “LCNB.” Learn more about LCNB Corp. at www.lcnb.com. Safe Harbor Statement Statements made in this news release that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements are subject to certain risks and uncertainties including, but not limited to, failure to successfully complete the proposed transaction and to successfully integrate CNNB into LCNB, which includes the failure to retain the acquired customer relationships; failure to obtain requisite regulatory and shareholder approvals and satisfy other closing conditions; adverse changes in economic conditions; the impact of competitive products and pricing; and the other risks set forth in the LCNB’s filings with the Securities and Exchange Commission (the “SEC”). As a result, actual results may differ materially from the forward-looking statements in this news release. LCNB encourages readers of this news release to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. LCNB undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect the occurrence of unanticipated events, except as required by applicable legal requirements. Copies of documents filed by LCNB with the SEC are available free of charge at the SEC’s website at www.sec.gov and/or from LCNB’s website.

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 01, 2023
Entity Registrant Name	LCNB CORP.
Entity Tax Identification Number	31-1626393
Entity Incorporation, State or Country Code	OH
Entity File Number	001-35292
Entity Address, Address Line One	2 North Broadway
Entity Address, State or Province	OH
Entity Address, City or Town	Lebanon
Entity Address, Postal Zip Code	45036
City Area Code	(513)
Local Phone Number	932-1414
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, No Par Value
Trading Symbol	LCNB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001074902