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): March 12, 2024
Landmark Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-33203
| Delaware | | 43-1930755 |
(State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification Number) |
701 Poyntz
Manhattan, Kansas 66502
(Address of principal executive offices, including zip code)
(785) 565-2000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value | | LARK | | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 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 7.01. Regulation FD Disclosure.
On March 12, 2024, Landmark Bancorp, Inc. (“Landmark”) became aware of a Form 144 Notice of Proposed Sale of Securities relating to a sale of Landmark’s common stock that was erroneously filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2024. Landmark understands that the Form 144 was intended for a transaction related to another entity unrelated to Landmark. The filing person filed an amended Form 144 on March 12, 2024 with the correct information for the unrelated entity. While incorrect, the original Form 144 filed on March 11, 2024 remains associated with Landmark on the SEC’s EDGAR system and Landmark is working with the SEC to have the mistaken filing removed. This Form 8-K is filed to notify the public of the incorrect Form 144 while Landmark works to have the filing removed from the SEC’s EDGAR system.
The information contained in Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.
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.
| Date: March 12, 2024 | Landmark Bancorp, Inc. |
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| | By: | /s/ Mark A. Herpich |
| | Name: | Mark A. Herpich |
| | Title: | Chief Financial Officer |
