UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) | December 21, 2021 |
| Southern First Bancshares, Inc. |
| (Exact name of registrant as specified in its charter) |
| |
| South Carolina |
| (State or other jurisdiction of incorporation) |
| |
| 000-27719 | | 58-2459561 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 100 Verdae Boulevard, Suite 100, Greenville, SC | | 29607 |
| (Address of principal executive offices) | | (Zip Code) |
| | |
| (864) 679-9000 |
| (Registrant's telephone number, including area code) |
| |
| 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):
| ☐ | 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 (17CFR 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:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | SFST | | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§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 December 21, 2021, Southern First Bancshares, Inc. (the “Company”) entered into the Second Amended and Restated Loan and Security Agreement (the “A/R Loan Agreement”) and the Second Amended and Restated Promissory Note (the “A/R Promissory Note”) with SouthState Bank, National Association (the “Lender”) providing for a revolving multiple advances loan of up to an aggregate principal amount of $15.0 million. The A/R Loan Agreement and A/R Promissory Note amend and restate the Company’s prior loan agreement and promissory note with the Lender. Reference is made to Exhibits 10.1 and 10.2 to the Company’s Current Report on Form 8-K filed June 29, 2020, which are incorporated herein by reference, for a further description of the prior loan agreement and promissory note with the Lender. The definition of capitalized terms, if not so defined herein, may be found in the A/R Loan Agreement.
The A/R Loan Agreement extends the revolving line of credit to a maturity date of December 20, 2023. The interest rate under the A/R Promissory Note is variable based on One Month CME Term SOFR or an alternate substitute index, and initially is set at One Month CME Term SOFR plus 3.50%. The Company also agrees under the A/R Loan Agreement to maintain at least $3.0 million in liquid assets during the term of the Loan. On December 21, 2021, there was a zero principal balance outstanding borrowed under the A/R Loan Agreement.
The descriptions contained herein of the A/R Loan Agreement and A/R Promissory Note do not purport to be complete and are qualified in their entirety by reference to the terms of such documents, copies of which will be filed as an exhibit to the Company’s next periodic report, its Annual Report on Form 10-K and are incorporated herein by reference.
ITEM 2.03 Creation of a Direct Financial Obligation.
The relevant disclosure set forth in Item 1.01 above is incorporated herein by reference in response to this Item 2.03.
ITEM 9.01(d) Exhibits.
| (d) Exhibits | | The following exhibit index lists the exhibits that are either filed or furnished with the Current Report on Form 8-K. |
| | |
EXHIBIT INDEX
| Exhibit No. | | Exhibit | |
| | |
| 10.1 | | Second Amended and Restated Loan and Security Agreement, dated as of December 21, 2021, by and between Southern First Bancshares, Inc. and SouthState Bank, National Association.* |
| | | |
| 10.2 | | Second Amended and Restated Promissory Note, dated as of December 21, 2021, by and between Southern First Bancshares, Inc. and SouthState Bank, National Association.* |
| | | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
____________________
*Will be filed as an exhibit to the Company’s next periodic report,its Annual Report on Form 10-K.
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.
| | SOUTHERN FIRST BANCSHARES, INC. |
| | |
| | |
| | |
| | By: | /s/ | Michael D. Dowling | |
| | Name: | | Michael D. Dowling |
| | Title: | | Chief Financial Officer |
December 23, 2021
