Current Report Filing (8-k)
May 17 2023 - 1:37PM
Edgar (US Regulatory)
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): May 15, 2023
BV FINANCIAL, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland |
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333-270496 |
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14-1920944 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File No.) |
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(I.R.S. Employer Identification No.) |
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7114 North Point Road, Baltimore, Maryland |
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21219 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (410)
477-5000
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
None |
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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 May 15, 2023, BV Financial, Inc., a Maryland corporation (BV Financial),
Bay-Vanguard, M.H.C., Inc. (the MHC), and BayVanguard Bank entered into an Agency Agreement with Performance Trust Capital Partners, LLC (Performance Trust). Performance trust will
assist in the marketing of BV Financials common stock during BV Financials stock offering in connection with the MHCs pending conversion from a mutual holding company to a stock holding company.
For its marketing agent services in the subscription and community offering, Performance Trust has received a management fee of $30,000 and
will receive at the closing of the stock offering a fee of 0.95% of the aggregate purchase price of the shares of common stock sold in the subscription offering and 1.50% of the aggregate purchase price of any shares sold in a community offering,
excluding shares purchased by any ESOPs, tax-qualified or stock-based compensation plans or similar plans, or by the Companys officers, directors, or employees (or members of their immediate family). The
$30,000 management fee will be credited against the offering fee paid at closing. If the Company conducts a syndicated community offering, the Company will pay a fee of 5.00% of the aggregate dollar amount of common stock sold in the syndicated
community offering.
In addition, Performance Trust will receive a fee of $40,000 for records agent and stock information center manager,
as well as reimbursements for out-of-pocket expenses and legal expenses related to its marketing agent services and its records agent and stock information center
manager services.
The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-270496) filed by BV Financial under the Securities Act of 1933, as amended, and a related prospectus dated May 15, 2023.
The foregoing description of the terms of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, which is
filed as Exhibit 1.1 hereto and incorporated by reference herein.
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.
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BV FINANCIAL, INC. |
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DATE: May 17, 2023 |
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By: |
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/s/ David M. Flair |
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David M. Flair |
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Co-President and Chief Executive Officer |
BV Financial (PK) (USOTC:BVFL)
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