As filed with the Securities and Exchange Commission on July 28, 2014.February 16, 2018.

RegistrationNo. 333-196749333-222512

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1

TO THE

FORMS-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CB Financial Services, Inc.

(Exact name of registrant as specified in its charter)

100 North Market Street

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and the conditions to the consummation of the merger described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

¨If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer)  ¨☐

Exchange Act Rule14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained in this joint proxy statement/prospectus is subject to completion or amendment. A registration statement relating to the shares of CB Financial Services, Inc. common stock to be issued in the merger has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS,

SUBJECT TO COMPLETION, DATED FEBRUARY 16, 2018

Proxy Statement		Prospectus
PROXY STATEMENT/PROSPECTUS		PROXY STATEMENT

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

Dear FedFirst Stockholder:

Your board of directors has agreed unanimously on a proposed transaction that, if completed, will result in the merger of FedFirst Financial Corporation (“FedFirst”) with and intoOn November 16, 2017, CB Financial Services, IncInc. (“CB”). You are being asked to approve the merger by approving and First West Virginia Bancorp, Inc. (“First West Virginia”) entered into an Agreement and Plan of Merger between FedFirst and CB (which we refer to as the merger agreement) at a special meeting of stockholders“merger agreement”) pursuant to be held on                     , 2014.

If the merger agreement is approved at the special meeting,which First West Virginia will merge with and subject to the other conditions of the merger agreement, FedFirst will be merged into CB, with CB as the surviving entity. As a result, youentity (which we refer to as the “merger”). Immediately following the merger, Progressive Bank, National Association (“Progressive Bank”), the wholly-owned subsidiary of First West Virginia, will havemerge with and into Community Bank, the rightwholly-owned subsidiary of CB, with Community Bank as the surviving entity (which we refer to as the “bank merger”). Before we can complete the merger, the stockholders of CB and of First West Virginia must vote to approve the merger agreement.

If the merger is completed, First West Virginia stockholders will be entitled to elect to receive for each share of your shares of FedFirstFirst West Virginia common stock:stock that they own: (1) $23.00$28.50 in cash or (2) 1.15900.9583 shares of CB common stock. YouFirst West Virginia stockholders may elect to receive cash, CB common stock, or a combination of cash and CB common stock for yourtheir shares of FedFirstFirst West Virginia common stock. Regardless of your election, however, itHowever, individual elections will be limited by the requirement in the merger agreement that 65%80% of the total shares of FedFirstFirst West Virginia common stock ismust be exchanged for CB common stock and 35% is20% must be exchanged for cash. Therefore, allocationsthe amount of CB common stock andand/or cash that you receiveeach First West Virginia stockholder receives will depend on the elections made by other FedFirstFirst West Virginia stockholders. Based upon the number of1,718,730 shares of FedFirstFirst West Virginia common stock outstanding as of February 28, 2018, CB expects to pay $20.2approximately $9.8 million in cash (which includes $1.9 million in settlement of Fed First stock options) and issue a total of 1,744,615approximately 1,317,647 shares of CB common stock upon completion of the merger. The federal income tax consequences of the merger to youFirst West Virginia stockholders will depend on whether youthey receive cash, CB common stock or a combination of cash and CB common stock in exchange for yourtheir shares of FedFirstFirst West Virginia common stock. We expect theThe merger has been structured to betax-free for federal income tax purposes to youFirst West Virginia stockholders with respect to any shares of CB common stock youthat they receive in exchange for yourtheir shares of FedFirstFirst West Virginia common stock.

TheCB’s common stock of CB is quotedtrades on the OTCNasdaq Stock Market under the symbol “CBFV.” The closing price of CB common stock on April 14, 2014,November 15, 2017, the trading day before the proposed merger was publicly announced, was $19.75,$30.44, which, based on the 1.15900.9583 exchange ratio, represented a value of $22.89$29.17 per share of FedFirstFirst West Virginia common stock. The closing price of CB common stock on , 2014,February 15, 2018, the most recent practicable trading date before the date of this document, was $$30.55 per share, which represented a value of $$29.28 per share of FedFirstFirst West Virginia common stock based on the exchange ratio. The market prices for both CB common stock and FedFirstFirst West Virginia common stock will fluctuate before the merger. We urge you to obtain current market quotations for both CB common stock and FedFirstFirst West Virginia common stock (Nasdaq:(OTCQX: trading symbol “FFCO”“FWVB”).

After careful consideration, the board of directors of FedFirst has determined that the merger is in the best interests of stockholders and recommends that FedFirst stockholders vote “FOR” the proposal to approve the merger agreement and“FOR” each of the other items to be considered at the FedFirst special meeting. Approval of the merger agreement requires theThe affirmative vote of a majority of the holdersvotes cast at a meeting of CB stockholders at which a majority of the outstanding shares of FedFirstCB common stock.stock is present is required to approve the merger agreement and the transactions contemplated thereby, including the issuance of CB common stock to First West Virginia stockholders. CB stockholders will vote on the merger agreement and the other matters described in this joint proxy statement/prospectus at a special meeting of stockholders to be held at 4:00 p.m., local time, on April 11, 2018 at the Hampton Inn, 227 Greene Plaza, Waynesburg, Pennsylvania.

CB’s board of directors unanimously recommends that CB stockholders vote “FOR” the approval of the merger agreement proposal and “FOR” the other matters to be considered at the CB special meeting.

The affirmative vote of a majority of the votes cast at a meeting of First West Virginia stockholders at which a majority of the outstanding shares of First West Virginia common stock is present is required to approve the merger agreement. First West Virginia stockholders will vote to approve the merger agreement and on the other matters described in this joint proxy statement/prospectus at a special meeting of stockholders to be held at 11:00 a.m., local time, on April 11, 2018 at First West Virginia’s corporate office at 590 National Road, Wheeling, West Virginia.

First West Virginia’s board of directors unanimously recommends that First West Virginia stockholders vote “FOR” the approval of the merger agreement and “FOR” the other matters to be considered at the First West Virginia special meeting.

This document contains information that you should consider in evaluating the merger agreement and the proposed merger.In particular, you should carefully read the section captioned “Risk Factors”“Risk Factors” beginning on page9 for a discussion of certain risk factors relating to the merger agreementmerger. You may also obtain additional information about CB and First West Virginia as described under the merger.section entitled “Where You Can Find More Information.”

We cannot completelook forward to seeing you at the merger unless FedFirst’s stockholders approve the merger agreementstockholder meetings and we receive all applicable regulatory approvals. Whether or not you plan to attend the special meeting of stockholders of FedFirst, please complete, sign, date and return the enclosed proxy card.Your vote is important. If you do not returnappreciate your proxy card, it will have the same effect as a vote against the merger.continued support.

The shares of CB common stock to be issued in the merger are not deposits or savings accounts or other obligations of any bank subsidiary of CB or of First West Virginia, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesthe merger described in this document or the CB common stock to be issued in the merger, or passed upon the adequacy or completenessaccuracy of this proxy statement/prospectus.document. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligationsdate of any bank or nonbank subsidiary of either CB or FedFirst, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Thisthis joint proxy statement/prospectus is             dated                     , 20142018, and it is first being mailed or otherwise delivered to FedFirst stockholders of CB and of First West Virginia on or about , 2014.March 9, 2018.

ABOUT THIS DOCUMENT

565 Donner AvenueThis joint proxy statement/prospectus forms part of a registration statement on FormS-4 filed with the Securities and Exchange Commission by CB and constitutes a prospectus of CB under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”) with respect to the shares of CB common stock to be issued to First West Virginia stockholders pursuant to the merger agreement. This document also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), and a notice of meeting with respect to the special meeting of stockholders of CB and the special meeting of stockholders of First West Virginia.

Monessen,REFERENCES TO ADDITIONAL INFORMATION

This document incorporates by reference important business and financial information about CB from documents that are not included in or delivered with this document.

You can obtain documents incorporated by reference in this document free of charge through the Securities and Exchange Commission website (www.sec.gov) or by requesting them in writing or by telephone from CB at the following address:

CB Financial Services, Inc.

100 North Market Street

Carmichaels, Pennsylvania 1506215320

Attention: Deborah Sabocheck, Corporate Secretary

You will not be charged for any of these documents that you request. CB stockholders requesting documents should do so by April 4, 2018, in order to receive them before their special meeting. First West Virginia stockholders requesting documents should do so by April 4, 2018, in order to receive them before their special meeting.

You should rely only on the information contained in this document. Neither CB nor First West Virginia has authorized anyone to give any information or make any representation about the merger or the companies that is different from, or in addition to, that contained in this joint proxy statement/prospectus or in any of the materials that have been incorporated in this joint proxy statement/prospectus by reference. Therefore, if anyone gives you different information, you should not rely on it. This document is dated             , 2018. You should not assume that the information contained in this document is accurate as of any other date. Neither the mailing of this document to either CB stockholders or First West Virginia stockholders nor the issuance by CB of its common stock in connection with the merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, to or from any person in any jurisdiction where it is unlawful to make any such offer or solicitation. Information contained in this document regarding CB has been provided by CB and information contained in this document regarding First West Virginia has been provided by First West Virginia.

Information on the website of CB or First West Virginia, or any subsidiary of CB or First West Virginia, is not part of this document. You should not rely on that information in deciding how to vote.

See “Where You Can Find More Information” on page 131.

100 North Market Street

Carmichaels, Pennsylvania 15320

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

A special meeting of stockholders of FedFirstCB Financial CorporationServices, Inc. (“CB”) will be held at ,         ,         ,the Hampton Inn, 227 Greene Plaza, Waynesburg, Pennsylvania, at .m.4:00 p.m., local time, on , 2014.Wednesday, April 11, 2018.

At the special meeting, you will be asked to:

A copy of the Agreement and Plan of Merger which is referred(which we refer to as the “merger agreement,”agreement”) is included asAnnex Appendix A to the accompanyingjoint proxy statement/prospectus. The joint proxy statement/prospectus describes the merger agreement and the proposed merger in detail. We urge you to read it carefully. The joint proxy statement/prospectus forms a part of this notice.

The board of directors of FedFirst Financial CorporationCB unanimously recommends that FedFirstCB stockholders vote “FOR” the proposal to approveapproval of the merger agreement “FOR” the proposal to approve the Merger-Related Executive Compensation, and “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies to vote in favor of the merger agreement.agreement proposal.

FedFirst’sCB’s board of directors has fixed the close of business on , 2014February 28, 2018 as the record date for determining the stockholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. FedFirst stockholders do not have dissenters’ rights of appraisal in connection with the merger.

Your vote is very important. Your proxy is being solicited by FedFirst’sCB’s board of directors. The proposal to approve the merger agreement must be approved by the affirmative vote of a majority of the holdersvotes cast at a meeting of CB stockholders at which a majority of the outstanding shares of FedFirstCB common stock in order to complete the proposed merger.is present. Whether or not you plan to attend the special meeting please complete and mailin person, we urge you to vote in advance of the enclosedmeeting by internet, telephone or mail. You should follow the instructions on the proxy card inthat accompanies this joint proxy statement/prospectus or the accompanying envelope, which requires no postage if mailed in the United States.voting instruction card that you receive from your bank or broker. You may revoke your proxy at any time before the special meeting. If you attend the special meeting and vote in person, your proxy vote will not be used.

If you have questions about the merger,special meeting, or how to submit your proxy,if you need assistance with voting, please contact ,our proxy solicitation agent, Alliance Advisors LLC, at (        )                     (855)486-7903 (toll free).

Carmichaels, Pennsylvania

March 9, 2018

1701 Warwood Avenue

Wheeling, West Virginia 26003

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

A special meeting of stockholders of First West Virginia Bancorp, Inc. will be held at First West Virginia’s corporate office at 590 National Road, Wheeling, West Virginia, at 11:00 a.m., local time, on Wednesday, April 11, 2018.

At the special meeting, you will be asked to:

A copy of the Agreement and Plan of Merger (which we refer to as the “merger agreement”) is included as Appendix A to the joint proxy statement/prospectus. The joint proxy statement/prospectus describes the merger agreement and the proposed merger in detail. We urge you to read it carefully. The joint proxy statement/prospectus forms a part of this notice.

The board of directors of First West Virginia Bancorp, Inc. unanimously recommends that First West Virginia stockholders vote “FOR” the proposal to approve the merger agreement and “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies to vote in favor of the merger agreement.

You are entitled to dissent to the merger and receive payment for the fair value of your shares if you comply with all requirements of Sections31D-13-1301 through31D-13-1331 of the West Virginia Business Corporation Act (the “WVBCA”). We have included a copy of Sections31D-13-1301 through31D-13-1331 of the WVBCA as Appendix D to the attached joint proxy statement/prospectus, and a summary of these provisions can be found under the section of the joint proxy statement/prospectus entitled “Appraisal Rights of First West Virginia Stockholders.”

First West Virginia’s board of directors has fixed the close of business on February 28, 2018 as the record date for determining the stockholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting.

Your vote is very important. Your proxy is being solicited by First West Virginia’s board of directors. In order to complete the proposed merger, the proposal to approve the merger agreement must be approved by a majority of the votes cast at a meeting of First West Virginia stockholders at which a majority of the outstanding shares of First West Virginia common stock is present. Whether or not you plan to attend the special meeting in person, we urge you to vote in advance of the meeting by internet, telephone or mail. You should follow the instructions on the proxy card that accompanies this joint proxy statement/prospectus or the voting instruction card that you receive from your bank or broker. You may revoke your proxy at any time before the special meeting. If you attend the special meeting and vote in person, your proxy vote will not be used.

If you have questions about the special meeting, or if you need assistance with voting, please contact our proxy solicitation agent, Alliance Advisors LLC, at (855) 486-7903 (toll free).

Wheeling, West Virginia

March 9, 2018

TABLE OF CONTENTS

i

ii

iii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGMEETINGS

General Questions about the Merger

Q:	Am I entitled to appraisal rights?

Questions for CB Stockholders

executed proxy card and do not vote at the special meeting, this will have the same effect as a vote against the merger agreement. If you sign, date and send in your proxy card, but you do not indicate how you want to vote, your proxy will be voted in favor of approval of the merger agreement and the proposal regarding Merger-Related Executive Compensation.transactions contemplated thereby, including the issuance of CB common stock. You may change your vote or revoke your proxy before the special meeting by filing with the Corporate Secretary of FedFirstCB a duly executed revocation of proxy, submitting a new proxy card with a later date, or voting in person at the special meeting.

Questions for First West Virginia Stockholders

A:

After you have carefully read and considered the information contained in this document, please complete, sign, date and mail your proxy card in the enclosed return envelope as soon as possible, or vote by telephone or internet by following the instructions in the enclosed proxy card. This will enable your shares to be represented at the special meeting. You may also vote in person at the special meeting of First West Virginia stockholders. If you sign, date and send in your proxy card, but you do not indicate how you want to vote, your proxy will be voted in favor of approval of the merger agreement. You may change your vote or revoke your proxy before the special meeting by filing a duly executed revocation of proxy with the Corporate Secretary of First West Virginia, submitting a new proxy card with a later date, or voting in person at the special meeting.

RISK FACTORS

In addition to the other information included in this joint proxy statement/prospectus, you should consider carefully the risk factors described below in deciding how to vote. You should keep these risk factors in mind when you read forward-looking statements in this document.joint proxy statement/prospectus. Please refer to the section of this joint proxy statement/prospectus titled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to the Merger

Because the market price of CB common stock will fluctuate, FedFirstFirst West Virginia stockholders cannot be certain of the market value of the merger consideration they will receive.

Upon completion of the merger, each share of FedFirstFirst West Virginia common stock will be converted into either 1.15900.9583 shares of CB common stock or $23.00$28.50 in cash. The market value of the stock consideration may vary from the value on the date CB announced the merger, on the date that this joint proxy statement/prospectus is mailed to FedFirstFirst West Virginia stockholders, on the date of the special meeting of FedFirstFirst West Virginia stockholders, and on the date the merger is completed and thereafter. Any change in the market price of CB common stock prior to the completion of the merger will affect the market value of the merger consideration that FedFirstFirst West Virginia stockholders will receive upon completion of the merger, and there will be no adjustment to the merger consideration for changes in the market price of either shares of CB common stock or shares of FedFirstFirst West Virginia common stock. Stock price changes may result from a variety of factors that are beyond the control of CB and FedFirst,First West Virginia, including, but not limited to, general market and economic conditions, changes in their respective businesses, operations and prospects and regulatory considerations. Therefore, at the time of the FedFirstFirst West Virginia special meeting you will not know the precise market value of the consideration you will receive at the effective time of the merger. You should obtain current market quotations for shares of CB common stock and for shares of FedFirstFirst West Virginia common stock.

The price of CB common stock might decrease after the merger.

Following the merger, many holders of FedFirstFirst West Virginia common stock will become shareholdersstockholders of CB. CB common stock could decline in value before or after the merger. For example, during the twelve-month period ended , 2014February 15, 2018 (the most recent practicable date before the printing of this document), the closing price of CB common stock varied from a low of $$25.10 to a high of $$31.90 and ended that period at $        .$30.55. The market value of CB common stock fluctuates based upon general market economic conditions, CB’s business and prospects, and other factors, many of which CB cannot control.

FedFirstFirst West Virginia stockholders may receive a form of consideration different from what they elect.

The consideration to be received by FedFirstFirst West Virginia stockholders in the merger is subject to the requirement that 65%80% of the shares of FedFirstFirst West Virginia common stock be exchanged for CB common stock and 35%20% be exchanged for cash. The merger agreement contains proration and allocation procedures to achieve this desired result. If you elect all cash and the available cash is oversubscribed, then you will receive a portion of the merger consideration in CB common stock. If you elect all stock and the available stock is oversubscribed, then you will receive a portion of the merger consideration in cash.

CB and Community Bank may be unable to successfully integrate FedFirst’sFirst West Virginia’s operations and retain FedFirst’sFirst West Virginia’s employees.

The merger involves the integration of two companies that have previously operated independently. The difficulties of combining the operations of the two companies include integrating personnel with diverse business backgrounds, combining different corporate cultures, and retaining key employees. The process of integrating operations could interrupt or impair the momentum in,of the business and activitiesoperations of CB and FedFirstFirst West Virginia, and could lead to the loss of key personnel. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and the integration of the two companies’ operations could have an adverse effect on the business and results of operations of CB following the merger.

Additionally, CB may not be able to successfully achieve the level of cost savings, revenue enhancements, and other synergies that it expects, and may not be able to capitalize upon the existing customer relationships of FedFirstFirst West Virginia to the extent anticipated, or it may take longer, or be more difficult or expensive than expected, to achieve these goals. This could have an adverse affecteffect on CB’s business, results of operationoperations and stock price.

The termination fee and the restrictions on solicitation contained in the merger agreement may discourage other companies from trying to acquire FedFirst.First West Virginia.

Until the completion of the merger, FedFirstFirst West Virginia is prohibited from soliciting, initiating, encouraging or taking any other action to facilitate any inquiries, discussions or the making of any proposals that may lead to an acquisition proposal, such as a merger or other business combination transaction, with any person other than CB. In addition, FedFirstFirst West Virginia has agreed to pay a termination fee to CB in specified circumstances. These provisions could discourage other companies from trying to acquire FedFirstFirst West Virginia even though those other companies may be willing to offer greater value to FedFirst’sFirst West Virginia’s stockholders than what CB has offered in the merger. The payment of the termination fee also could have a material adverse effect on FedFirst’sFirst West Virginia’s financial condition and results of operations.

Certain of FedFirst’sFirst West Virginia’s officers and directors have interests that are different from, or in addition to, interests of FedFirst’sFirst West Virginia’s stockholders generally.

The directors and officers of FedFirstFirst West Virginia have interests in the merger that are different from, or in addition to, the interests of FedFirstFirst West Virginia stockholders generally. These include: the cancellation of stock options with an exercise price of less than $23.00 in exchange for a cash payment equal to $23.00 minus the exercise price for each option; accelerated vesting of restricted stock; provisions in the merger agreement relating to indemnification of directors and officers and insurance for directors and officers of FedFirstFirst West Virginia for events occurring before the merger; the appointment of four directors of FedFirstWilliam G. Petroplus, Roberta Robinson Olejasz and Jonathan A. Bedway to the boards of directors of CB and Community Bank; continued employment withthe appointment of certain members of First West Virginia’s board of directors to an advisory board for the markets of CB and Community Bank formerly served by First West Virginia and Progressive Bank; and a retention and consulting agreement for Mr. Petroplus and retention agreements for Frances P. Reppy and Brad D. Winwood, each of which was entered into with CB and Community Bank concurrently with the execution of the merger agreement and provides for certain executive officers of FedFirst; severance payments that certain officers may receive under existing change in control agreements;subject to and the buy-out by FedFirst Exchange Corporation of Mr. Boyer’s 20% minority interest in Exchange Underwriters, Inc. immediately beforeupon the completion of the merger.

merger and additional contingent payments thereafter. For a more detailed discussion of these interests, see “Description of the Merger—Interests of Certain Persons in the Merger that areThat Are Different from Yours.”

First West Virginia and CB will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on First West Virginia or CB. These uncertainties may impair First West Virginia’s or CB’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with First West Virginia and CB to change their existing business relationships. Retention of certain employees by First West Virginia or CB may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with First West Virginia or CB. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with First West Virginia or CB, First West Virginia’s business, CB’s business or First West Virginia’s business assumed by CB following the completion of the merger could be harmed. In addition, subject to certain exceptions, First West Virginia has agreed to operate its business in the ordinary course pending the closing of the merger. See “Description of the Merger—Covenants of First West Virginia and CB in the Merger Agreement” for a description of the restrictive covenants applicable to First West Virginia and CB.

Failure to complete the merger could negatively impact the stock prices and future businesses and financial results of CB and FedFirst.First West Virginia.

If the merger is not completed, the ongoing businesses of CB and FedFirstFirst West Virginia may be adversely affected and CB and FedFirstFirst West Virginia will be subject to several risks, including the following:

In addition, the financial markets as well as customers and employees of CB and/or FedFirstFirst West Virginia may react unfavorably if the merger is not completed. CB and/or FedFirstFirst West Virginia also couldmay be subject to litigation related to any failure to complete the merger.

FedFirstBoth CB and First West Virginia stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management of the combined organization.

FedFirstEach of CB and First West Virginia stockholders currently have the right to vote to electin the FedFirst boardelection of their respective boards of directors and to vote on various other matters affecting FedFirst.their respective companies. Upon the completion of the merger, FedFirstFirst West Virginia stockholders who receive CB common stock in the merger will become shareholdersstockholders of CB with a percentage ownership interest in the combined organization that is substantially less than their percentage ownership of FedFirst.First West Virginia. Further, because shares of CB common stock will be issued to First West Virginia stockholders, existing CB common stockholders will have their ownership and voting interests diluted by approximately 24.4%. Accordingly, FedFirstCB and First West Virginia stockholders will not be able to exercise as much influence over the management and policies of CBthe combined organization as they currently can with respect to FedFirst.can.

FedFirst will be subject to business uncertainties and contractual restrictions whileIf the merger is pending.

Uncertainty about the effectdoes not constitute a reorganization under Section 368(a) of the merger on employees and customersCode, then each First West Virginia stockholder may have an adverse effect on FedFirst. These uncertaintiesbe responsible for payment of U.S. income taxes related to the merger.

The Internal Revenue Service (“IRS”) may impair FedFirst’s ability to attract, retain and motivate key personnel untildetermine that the merger is completed, and could cause customers and othersdoes not qualify as a nontaxable reorganization under Section 368(a) of the Code. In that deal with FedFirst to seek to change existing business relationships with FedFirst. Retention of certain employees by FedFirst may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with FedFirstcase, each First West Virginia stockholder would recognize a gain or CB. If key employees depart because of issues relatingloss equal to the uncertainty and difficulty of integration or a desire not to remain with FedFirst or CB, FedFirst’s business or FedFirst’s business assumed by CB followingdifference between the merger could be harmed. In addition, subject to certain exceptions, FedFirst has agreed to operate its business in(i) the ordinary course prior to closing. See “The Merger Agreement—Covenants and Agreements” for a descriptionsum of the restrictive covenants applicable to FedFirst.

Pending litigation against FedFirstfair market value of CB common stock and CB could resultthe amount of cash consideration, if any, received by the First West Virginia stockholder in an injunction preventing the completion of the merger or a judgment resulting in the payment of damages.

In connection with the merger, a FedFirst stockholder has filed a putative stockholder class action lawsuit against FedFirst, each of FedFirst’s directors, and CB. Among other remedies, the plaintiff seeks to enjoin the merger. The outcome of any such litigation is uncertain. If the case is not resolved, the lawsuit could prevent or delay completion of the merger and result(ii) the First West Virginia stockholder’s adjusted tax basis in substantial costs to FedFirst and CB, including any costs associated with the indemnificationshares of directors and officers. Additional lawsuits may be filed against FedFirst, CB and/or the directors and officers of either company in connection with the merger. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect CB’s and FedFirst’s respective business, financial condition, results of operations and cash flows. See “The Merger—Pending Litigation Regarding the Merger.”First West Virginia common stock exchanged therefor.

In certain circumstances, cash merger consideration received may be taxed as a dividend rather than capital gains and FedFirst’sFirst West Virginia’s counsel is not able to provide an opinion regarding whether this tax treatment will apply to any individual shareholder.stockholder.

In certain circumstances, the cash merger consideration received by a FedFirstFirst West Virginia stockholder who receives CB common stock and cash may be taxed as a dividend, rather than as capital gain. This could arise if there has not been a meaningful reduction in the stockholder’s interest in CB as a result of the exchange. For purposes of this determination, the shareholderstockholder generally will be treated as if the shareholderstockholder first exchanged all of the shareholdersstockholder’s shares of FedFirstFirst West Virginia common stock solely for CB common stock and then CB immediately redeemed a portion of the CB common stock in exchange for the cash the stockholder actually received. Moreover, under Section 318 of the FedFirstCode, the First West Virginia stockholder may be deemed to constructively own shares of CB common stock held by certain members of the stockholder’s family, by certain estates and trusts of which the stockholder is a beneficiary or by certain entities in which the stockholder has an ownership or beneficial interest, and certain stock options actually or constructively owned by the stockholder or such other persons may be aggregated with the stockholder’s shares of CB common stock. Receipt of cash in such deemed redemption will generally be treated as a capital gain and will not have the effect of a dividend to you if such deemed redemption is “not essentially equivalent to a dividend” or “substantially disproportionate,” each within the meaning of Section 302(b) of the Code. For further information see the section of this joint proxy statement/prospectus entitled “Material U.S. Federal Income Tax Consequences of the Merger.”

Because the determination as to whether you will recognize a stockholder’s interest has been meaningfully reducedcapital gain or dividend income as a result of your exchange of First West Virginia common stock for a combination of CB common stock and cash in the merger is based on facts and circumstances unique to each stockholder, the opinion received from FedFirst’sFirst West Virginia’s legal counsel will not opine as to such treatment at the individual stockholder level. Accordingly, we urge you to consult your own tax advisor with respect to any such determination that is applicable to your individual situation.

FedFirstFirst West Virginia stockholders who make elections may be unable to sell their shares in the market pending the merger.

FedFirstFirst West Virginia stockholders may elect to receive cash, stock or mixed consideration in the merger by completing an election form that will be sent under separate cover. Making an election will require that stockholders who hold their shares in certificate form turn in their FedFirstFirst West Virginia stock certificates. This means that during the time between when the election is made and the date the merger is completed, FedFirstFirst West Virginia stockholders will be unable to sell their FedFirstFirst West Virginia common stock. If the merger is unexpectedly delayed, this period could extendbe extended for a significant period of time. FedFirstFirst West Virginia stockholders can shorten the period during which they cannot sell their shares by delivering their election shortly before the election deadline. However, elections received after the election deadline will not be accepted or honored.

The fairness opinion obtainedopinions received by FedFirstthe respective boards of directors of First West Virginia and CB from itsthe parties’ respective financial advisor willadvisors prior to the execution of the merger agreement do not reflect changes in circumstances subsequent tooccurring after the date of the fairness opinion.opinions.

Mufson Howe Hunter & Company LLC, FedFirst’sD.A. Davidson, First West Virginia’s financial advisor in connection with the merger, has delivered its opinion to the board of directors of FedFirstFirst West Virginia on November 16, 2017. KBW, CB’s financial advisor in connection with the merger, also delivered its opinion dated as of April 14, 2014. The opinion of Mufson Howe Hunter stated that as of such date, and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to

the holdersboard of the outstanding sharesdirectors of FedFirst common stock pursuant to the merger agreement was fair from a financial point of view to such holders. The opinion doesCB on November 16, 2017. These opinions do not reflect changes that may occur or may have occurred after the date of the opinion,such opinions, including changes to the operations and prospects of CB or FedFirst,First West Virginia, changes in general market and economic conditions or regulatory or other factors. Any such changes or changes in other factors on which the opinion is based, may materially alter or affect the value of CB and FedFirst.First West Virginia. The opinions speak only as of November 16, 2017, the date that they were rendered, and do not speak as of the date of this joint proxy statement/prospectus or any other date.

Risks RelatedThe shares of CB common stock to CBbe received by First West Virginia stockholders as a result of the merger will have different rights than shares of First West Virginia common stock.

Changes in interest ratesFollowing completion of the merger, First West Virginia stockholders will no longer be stockholders of First West Virginia but will instead be stockholders of CB. There are differences between the current rights of First West Virginia stockholders and the rights of CB stockholders that may reduce CB’s profitsbe important to First West Virginia stockholders. See “Comparison of Rights of Stockholders” for a discussion of the different rights associated with CB common stock and impair asset values.First West Virginia common stock.

CB’s earnings and cash flows depend primarily on its net interest income. Interest rates are highly sensitive

Regulatory approvals may not be received, may take longer to many factorsreceive than expected, or may impose conditions that are beyond CB’s control, including general economic conditions and the policies of various governmental and regulatory agencies, particularly the Federal Reserve. Changes in market interest ratesnot presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the merger may be completed, CB and First West Virginia must obtain the approval,non-objection or waiver of the Pennsylvania Banking Department, the FDIC, the West Virginia Division of Financial Institutions and the Federal Reserve. In determining whether to grant these approvals,non-objections or waivers, the regulators consider a variety of factors, including the regulatory standing of each party. An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain approvals or delay their receipt. These regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on or limiting the revenues of the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger.

Goodwill incurred in the merger may negatively affect CB’s financial condition.

To the extent that the merger consideration, consisting of shares of CB common stock and cash to be issued in the merger, exceeds the fair value of the net assets, including identifiable intangibles, of First West Virginia, that amount will be reported as goodwill by CB. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually. A failure to realize expected benefits of the merger could adversely impact the carrying value of the goodwill recognized in the merger, and in turn negatively affect CB’s financial condition.

The unaudited pro forma combined condensed financial statements included in this document are preliminary and the actual financial condition and results of operations.operations of CB after the merger may differ materially.

The unaudited pro forma combined condensed financial statements in this document are presented for illustrative purposes only and are not necessarily indicative of what CB’s interest-bearingactual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma combined condensed financial data, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. The unaudited pro forma combined condensed financial statements reflect adjustments, which are based upon preliminary estimates, to record the First West Virginia identifiable assets acquired and liabilities generally reprice or mature more quickly than its interest-earning assets. If rates increase rapidly, CB may have to increaseassumed at fair value and the rates paidresulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based on deposits, particularly higher cost time depositsthe actual purchase price and borrowed funds, more quickly than any changes in interest rates earned on loans and investments, resulting in a negative effect on interest rate spreads and net interest income. Increases in interest rates may also make it more difficult for borrowers to repay adjustable rate loans.

Conversely, should market interest rates fall below current levels, CB’s net interest margin also could be negatively affected if competitive pressures keep it from further reducing rates on deposits, while the yields on CB’s interest-earning assets decrease more rapidly through loan prepayments and interest rate adjustments. Decreases in interest rates often result in increased prepayments of loans and mortgage-related securities, as borrowers refinance their loans to reduce borrowings costs. Under these circumstances, CB is subject to reinvestment risk to the extent it is unable to reinvest the cash received from such prepayments in loans or other investments that have interest rates that are comparable to the interest rates on existing loans and securities.

Changes in interest rates also affect the value of CB’s interest-earning assets, and in particular its securities portfolio. Generally, the value of fixed-rate securities fluctuates inversely with changes in interest rates. Unrealized gains and losses on securities available for sale determined to be temporary in nature are reported as a separate component of equity. Decreases in the fair value of securities available for sale resulting from increases in interest rates therefore could have an adverse effect on CB’s shareholders’ equity.

A large percentagethe assets and liabilities of CB’s loans are collateralized by real estate, and further disruptions in the real estate market may result in losses and reduce CB’s earnings.

A substantial portion of CB’s loan portfolio consists of loans collateralized by real estate. Continued weak economic conditions have caused a decrease in demand for real estate, which has resulted in an erosion of some real estate values in CB’s markets. Further disruptions in the real estate market could significantly impair the value of CB’s collateral and its ability to sell the collateral upon foreclosure. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. If real estate values decline further, it is likely that CB would be required to increase its allowance for loan losses. If, during a period of lower real estate values, CB is required to liquidate the collateral securing a loan to satisfy debts or to increase its allowance for loan losses, it could materially reduce its profitability and adversely affect its financial condition.

Strong competition within CB’s market area could adversely affect CB’s earnings and slow growth.

CB faces intense competition both in making loans and attracting deposits. Price competition for loans and deposits might result in CB earning less on its loans and paying more on its deposits, which reduces net interest income. Some of CB’s competitors have substantially greater resources than CB has and may offer services that it does not provide. CB expects competition to increase in the futureFirst West Virginia as a result of legislative, regulatory and technological changes and the continuing consolidation in the financial services industry. CB’s profitability will depend upon its continued ability to compete successfully in its market areas.

Government responses to economic conditions may adversely affect CB’s operations, financial condition and earnings.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) has changed the bank regulatory framework. For example, the law created an independent Consumer Financial Protection Bureau that has assumed

the consumer protection responsibilities of the various federal banking agencies, established more stringent capital standards for banks and bank holding companies, and gave the Federal Reserve exclusive authority to regulate both banking holding companies and savings and loan holding companies. The legislation also has resulted in numerous new regulations affecting the lending, funding, trading and investment activitiesdate of banks and bank holding companies. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions (including Community Bank), including the authority to prohibit “unfair, deceptive or abusive” acts and practices. Banks and savings institutions with $10.0 billion or less in assets will continue to be examined by their applicable bank regulators. The Dodd-Frank Act also requires the federal banking agencies to promulgate rules requiring mortgage lenders to retain a portion of the credit risk related to loans that are securitized and sold to investors, and in 2013 the federal bank agencies proposed a rule regarding retention of credit risk on loan sales. CB expects that these rules would make it more difficult for it to sell loans in the secondary market. Bank regulatory agencies also have been responding aggressively to any safety and soundness or compliance concerns identified in examinations, and such agencies have broad discretion and significant resources to initiate enforcement actions against financial institutions and their directors and officers in connection with their examination authority. Ongoing uncertainty and adverse developments in the financial services industry and in the domestic and international credit markets, and the effect of new legislation and regulatory actions in response to these conditions, may adversely affect CB’s operations by restricting business activities, including the ability to originate or sell loans, modify loan terms, or foreclose on property securing loans.

The full impact of the Dodd-Frank Act on CB’s business will not be known until all key regulations implementing the statute are adopted and implemented. As a result, CB cannot, at this time, determine the extent to which the Dodd-Frank Act will impact its business, operations or financial condition. However, compliance with these new laws and regulations has required and will continue to require changes to its business and operations and may result in additional costs and divert management’s time from other business activities, any of which may adversely impact its results of operations, liquidity or financial condition.

Furthermore, the Federal Reserve, in an attempt to improve the overall economy, has, among other things, adopted a low interest rate policy through its targeted federal funds rate and the purchase of mortgage-backed securities known as “quantitative easing.” Because of improvements in the national economy over the past few years, the Federal Reserve has begun to reduce its mortgage-backed securities purchases. Any reduction or termination of the mortgage-backed bond purchases or increases in the federal funds rate may result in an increase in market interest rates, which may negatively affect the housing markets, the U.S. economic recovery and CB’s results of operations, liquidity or financial condition.

Proposed and final regulations would restrict Community Bank’s ability to originate and sell loans.

The Consumer Financial Protection Bureau has issued a rule designed to clarify for lenders how they can avoid legal liability under the Dodd-Frank Act, which holds lenders accountable for ensuring a borrower’s ability to repay a mortgage. Loans that meet this “qualified mortgage” definition will be presumed to have complied with the new ability-to-repay standard. Under the Consumer Financial Protection Bureau’s rule, a “qualified mortgage” loan must not contain certain specified features, including:

Also, to qualify as a “qualified mortgage,” a loan must be made to a borrower whose total monthly debt-to-income ratio does not exceed 43%. Lenders must also verify and document the income and financial resources relied upon to qualify the borrower on the loan and underwrite the loan based on a fully amortizing payment schedule and maximum interest rate during the first five years, taking into account all applicable taxes, insurance and assessments. Although the significant majority of CB’s historical loan originations would qualify as qualified mortgages under the new rule on qualified mortgages, the new rule may limit CB’s ability or desire to make certain types of loans or loans to certain borrowers, and may make it more costly and/or time consuming to make these loans, which could limit CB’s growth and/or profitability. The new rule may also alter CB’s residential mortgage loan origination mix between qualified and non-qualified mortgage loans, which could reduce gain on sale fees from secondary market loan sales and affect interest rate risk related to non-qualified loans that are originated and held in CB’s portfolio.

A worsening of economic conditions could adversely affect CB’s financial condition and results of operations.

Although the U.S. economy has emerged from the severe recession that occurred in 2008 and 2009, recent economic growth has been slow and uneven, and unemployment levels remain high compared to long-term, historical averages. Recovery by many businesses has been impaired by lower consumer spending and a notable portion of new jobs created nationally have been in lower wage positions. A return to prolonged deteriorating economic conditions could significantly affect the markets in which CB operates, the value of loans and investments, and ongoing operations, costs and profitability. Further declines in real estate values and sales volumes and continued elevated unemployment levels may result in higher than expected loan delinquencies, increases in nonperforming and criticized classified assets and a decline in demand for CB’s products and services. These events may cause CB to incur losses and may adversely affect its financial condition and results of operations.

If CB’s allowance for loan losses is not sufficient to cover actual loan losses, CB’s results of operations would be negatively affected.

In determining the amount of the allowance for loan losses, CB analyzes its loss and delinquency experience by loan categories and considers the effect of existing economic conditions. In addition, CB makes various assumptions and judgments about the collectability of the loan portfolio, including the creditworthiness of its borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of the loans. If the results of these analyses are incorrect, the allowance for loan losses may not be sufficient to cover losses inherent in the portfolio, which would require additions to the allowance and would reduce net income.

In addition, bank regulators periodically review CB’s allowance for loan losses and may require it to increase the allowance for loan losses or recognize further loan charge-offs. Any increase in the allowance for loan losses or loan charge-offs as required by these regulatory authorities may have a material adverse effect on CB’s financial condition and results of operations.

Because CB emphasizes commercial real estate and commercial loan originations, its credit risk may increase and continued downturns in the local real estate market or economy could adversely affect its earnings.

Commercial real estate and commercial loans generally have more inherent risk than the residential real estate loans. Because the repayment of commercial real estate and commercial loans depends on the successful management and operation of the borrower’s properties or related businesses, repayment of such loans can be affected by adverse conditions in the local real estate market or economy. Commercial real estate and commercial loans also may involve relatively large loan balances to individual borrowers or groups of related borrowers. A downturn in the real estate market or the local economy could adversely affect the value of properties securing the loan or the revenues from the borrower’s business, thereby increasing the risk of nonperforming loans. As CB’s commercial real estate and commercial loan portfolios increase, the corresponding risks and potential for losses from these loans may also increase. Furthermore, it may be difficult to assess the future performance of newly originated commercial loans, as such loans may have delinquency or charge-off levels above CB’s historical experience, which could adversely affect CB’s future performance.

The impact of the changing regulatory capital requirements and new capital rules is uncertain.

In July 2013, the FDIC and the other federal bank regulatory agencies issued a final rule that will revise their risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The final rule applies to all depository institutions (such as Community Bank), top-tier bank holding companies with total consolidated assets of $500 million or more (such as CB following the merger) and top-tier savings and loan holding companies. Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4.0% to 6.0% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-in or opt-out is exercised. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The final rule becomes effective for Community

Bank and CB on January 1, 2015. The capital conservation buffer requirement will be phased in at 0.625% per year beginning January 1, 2016 and ending January 1, 2019, when the full 2.5% capital conservation buffer requirement will be effective.

The application of the new capital requirements for Community Bank and CB could, among other things, result in lower returns on invested capital, require raising additional capital, and result in regulatory actions if they are unable to comply with such requirements. The changes under the new capital requirements could also result in management modifying its business strategy, and limit CB’s ability to make distributions (including paying dividends) or repurchasing its shares.

There may be a limited market for CB’s common stock, which may adversely affect its stock price.

It is a condition to the completion of the mergermerger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, please see “Unaudited Pro Forma Combined Condensed Consolidated Financial Data.”

Risks Related to CB’s Business

You should read and consider risk factors specific to CB’s business that CB’s common stock be approved for listing onwill affect the Nasdaq Stock Market upon notice of issuance. There is no guarantee that there will be an active trading marketcombined company after the merger. These risks are described in the section entitled “Risk Factors” in CB’s common stock. If an active trading market does not develop, you may not be able to sell all of your shares of common stockAnnual Report on short notice or at a desirable price, and the sale of a large number of shares at one time by another shareholder could temporarily depress the market price.

CB’s ability to pay dividends is subject to the ability of Community Bank to make capital distributions to CB, and also may be limited by Federal Reserve policy.

CB’s long-term ability to pay dividends to its shareholders depends primarily on the ability of Community Bank to make capital distributions to CB and on the availability of cash at the holding company level if Community Bank’s earnings are not sufficient to pay dividends. In addition, the Federal Reserve has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. Regulatory guidance provides for prior regulatory consultation with respect to capital distributions in certain circumstances such as where the holding company’s net incomeForm10-K for the past four quarters, net of dividends paid over that period, is insufficient to fully fundfiscal year ended December 31, 2016 and in other documents incorporated by reference into this document. See the dividend or the holding company’s overall rate or earnings retention is inconsistent with the its capital needs and overall financial condition. These regulatory policies may adversely affect CB’s ability to pay dividends or otherwise engage in capital distributions.

Changes in CB’s accounting policies or in accounting standards could materially affect how CB reports its financial condition and results of operations.

CB’s accounting policies are essential to understanding its financial condition and results of operations. Some of these policies require the use of estimates and assumptions that may affect the value of CB’s assets and liabilities, and financial results. Some of CB’s accounting policies are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain, and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. If such estimates or assumptions underlying CB’s financial statements are incorrect, it may experience material losses.

From time to time, the Financial Accounting Standards Board and the Securities and Exchange Commission change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of CB’s financial statements. These changes are beyond CB’s control, can be difficult to predict and could materially affect how CB reports its financial condition and results of operations. CB could also be required to applysection entitled “Where You Can Find More Information” for a new or revised standard retroactively, resulting in restating prior period financial statements in material amounts.

The need to account for certain assets at estimated fair value, such as loans held for sale and investment securities, may adversely affect CB’s financial condition and results of operations.

CB reports certain assets, such as loans held for sale and investment securities, at estimated fair value. Generally, for assets that are reported at fair value, CB uses quoted market prices or valuation models that utilize observable market inputs to estimate fair value. Because CB carries these assets on its books at their estimated fair value, it may incur losses even if the asset in question presents minimal credit risk.

Because the naturedescription of the financial services business involves a high volume of transactions, CB faces significant operational risks.

CB operates in diverse markets and relies on the ability of its employees and systems to process a significant number of transactions. Operational risk is the risk of loss resulting from operations, including the risk of fraudinformation incorporated by employees or persons outside a company, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, breaches of the internal control system and compliance requirements, and business continuation and disaster recovery. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. If a breakdown occurs in the internal controls system, improper operation of systems or improper employee actions, CB could incur financial loss, face regulatory action, and suffer damage to its reputation.

Risks associated with system failures, interruptions, or breaches of security could negatively affect CB’s earnings.

Information technology systems are critical to CB’s business. CB uses various technology systems to manage customer relationships, general ledger, securities investments, deposits, and loans. CB has established policies and procedures to prevent or limit the effect of system failures, interruptions, and security breaches, but such events may still occur or may not be adequately addressed if they do occur. In addition, any compromise of CB’s systems could deter customers from using its products and services. Security systems may not protect systems from security breaches.

In addition, CB outsources some of its data processing to certain third-party providers. If these third-party providers encounter difficulties, or if CB has difficulty communicating with them, CB’s ability to adequately process and account for transactions could be affected, and business operations could be adversely affected. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

The occurrence of any system failures, interruption, or breach of security could damage CB’s reputation and result in a loss of customers and business thereby subjecting it to additional regulatory scrutiny, or could expose is to litigation and possible financial liability. Any of these events could have a material adverse effect on its financial condition and results of operations.

CB’s risk management framework may not be effective in mitigating risk and reducing the potential for significant losses.

CB’s risk management framework is designed to minimize risk and loss to the company. CB seeks to identify, measure, monitor, report and control exposure to risk, including strategic, market, liquidity, compliance and operational risks. While CB uses a broad and diversified set of risk monitoring and mitigation techniques, these techniques are inherently limited because they cannot anticipate the existence or future development of currently unanticipated or unknown risks. Economic conditions and heightened legislative and regulatory scrutiny of the financial services industry, among other developments, have increased CB’s level of risk. Accordingly, CB could suffer losses if it fails to properly anticipate and manage these risks.

Being a public company will increase CB’s expenses and administrative workload and will expose it to risks relating to evaluation of its internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002.

As a public company, CB will need to comply with additional laws and regulations, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, and related rules of the SEC and requirements of The Nasdaq Stock Market. CB was not required to comply with these laws and requirements as a private company. Complying with these laws and regulations will require the time and attention of CB’s board of directors and management and will increase CB’s expenses. Among other things, CB will need to: design, establish, evaluate and maintain a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board; prepare and distribute periodic reports in compliance with CB’s obligations under the federal securities laws; establish new internal policies, principally those relating to disclosure controls and procedures and corporate governance; institute a more comprehensive compliance function; and involve to a greater degree CB’s outside legal counsel and accountants in the above activities.

CB is in the process of evaluating its internal control systems to allow management to report on its internal controls over financial reporting. CB plans to perform the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification requirements of Section 404 of the Sarbanes-Oxley Act. CB will be required to comply with Section 404 in its annual report for the year ending December 31, 2014. However, CB cannot be certain as to the timing of completion of its evaluation, testing and remediation actions or the impact of the same on its operations. Furthermore, upon completion ofreference into this process, CB may identify control deficiencies of varying degrees of severity under applicable SEC and Public Company Accounting Oversight Board rules and regulations that remain unremediated.

If CB fails to implement the requirements of Section 404 in a timely manner, CB might be subject to sanctions or investigation by regulatory agencies such as the SEC. In addition, failure to comply with Section 404 or the report by CB of a material weakness may cause investors to lose confidence in its financial statements or the trading price of its common stock to decline. If CB fails to remediate any material weakness, CB’s financial statements may be inaccurate, its access to the capital markets may be restricted and the trading price of its common stock may decline.

As a public company, CB will be required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that materially affect, or are reasonably likely to materially affect, internal controls over financial reporting. A “control deficiency” exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A “significant deficiency” is a control deficiency, or combination of control deficiencies, that adversely affects the ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles that results in more than a remote likelihood that a misstatement of financial statements that is more than inconsequential will not be prevented or detected. A “material weakness” is a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

CB is an emerging growth company within the meaning of the Securities Act, and if it decides to take advantage of certain exemptions from various reporting requirements applicable to emerging growth companies, its common stock could be less attractive to investors.

CB is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the JOBS Act. CB is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, reduced disclosure about CB’s executive compensation and omission of compensation discussion and analysis, and an exemption from the requirement of holding a non-binding advisory vote on executive compensation. In addition, CB will not be subject to certain requirements of Section 404 of the Sarbanes Oxley Act, including the additional level of review of its internal control over financial reporting that may occur when outside auditors attest to its internal control over financial reporting. As a result, CB’s stockholders may not have access to certain information they may deem important. Taking advantage of any of these exemptions may adversely affect the value and trading price of CB’s common stock. For additional information on CB’s status as an emerging growth company, see “Supervision and Regulation—Emerging Growth Company Status.”document.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

CertainForward-Looking Statements

This joint proxy statement/prospectus contains forward-looking statements, contained in this document that are not historical facts may constitute forward-looking statements. The sectionswhich can be identified by the use of this document which containwords such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:

These forward-looking statements are based on current beliefs and expectations and are inherently subject to “Questions And Answers About the Mergersignificant business, economic and the Special Meeting,” “Summary,” “Risk Factors,” “Descriptioncompetitive uncertainties and contingencies, many of the Merger—Background of the Merger,” “Description of the Merger—which are beyond CB’s Reasons for the Merger,” “Description of the Merger—FedFirst’s Reasons for the Merger and Recommendation of the Board of Directors” and “Description of the Merger—CB and FedFirst Unaudited Prospectus Financial Information.” You can identifyFirst West Virginia’s control. In addition, these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

These forward-looking statements are subject to significant risks, assumptions with respect to future business strategies and uncertainties,decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

Because of these and a wide variety of other uncertainties, CB’s actual results, performance or achievements, or industry results may be materially different from the expected results indicated by these forward-looking statements. In addition,Additionally, CB and First West Virginia are under no duty to and do not undertake any obligation to update any of their respective forward-looking statements after the date of this joint proxy statement/prospectus. Accordingly, you should not assume that CB’s and FedFirst’s combined future results will reflect the past results of operations of either entity. You should not place undue reliance on any forward-looking statements, which speak only as of the dates on which they were made. CB undertakes no obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under federal securities law. CB qualifies all of its forward-looking statements by these cautionarysuch statements.

Further information on other factors which could affect the financial condition, results of operations, liquidity or capital resources of CB before and after the merger is included in this proxy statement/prospectus under “Information About CB—Business” and “Information About CB—Management’s Discussion and Analysis and Results of Operations.”

SELECTED HISTORICAL FINANCIAL INFORMATION OF CB AND FIRST WEST VIRGINIA

Selected Historical Consolidated Financial Data of CB

The following tables show summarized historical consolidated financial data for CB. You should read this summary financial information in connection with CB’s consolidated financial statements, which appear elsewhere in this document.

Thepresent selected historical consolidated financial data for CB as of December 31, 2013 and 2012 and for each of the five years ended December 31, 2011, 2012 and 2013 is2016. This information has been derived from CB’sand should be read in conjunction with the audited consolidated financial statements that areof CB. The following tables also present selected historical consolidated financial data for CB as of September 30, 2017 and for the nine months ended September 30, 2017 and 2016, which include only normal, recurring adjustments necessary to fairly present the data for those periods. This information has been derived from and should be read in conjunction with the unaudited consolidated financial statements of CB. You should read these tables together with the historical consolidated financial information contained in CB’s consolidated financial statements and related notes and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in CB’s Annual Report on Form10-K for the year ended December 31, 2016 and Quarterly Report on Form10-Q for the quarter ended September 30, 2017, which have been filed with the Securities and Exchange Commission and are incorporated by reference in this document.joint proxy statement/prospectus. See “Where You Can Find More Information.”

Selected Historical Consolidated Financial Data of First West Virginia

The following tables set forth selected historical consolidated financial data for First West Virginia as of and for each of the five years ended December 31, 2016, which has been derived from its audited consolidated financial statements. The selected historical financial data for CBFirst West Virginia as of March 31, 2014September 30, 2017 and for the threenine months ended March 31, 2014September 30, 2017 and 20132016 is derived from CB’sFirst West Virginia’s unaudited consolidated financial statements, which include only normal, recurring adjustments necessary to fairly present the data for those periods. The unaudited data is not necessarily indicative of expected results for any future period.

Selected Historical Consolidated Financial Data of CB