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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| FORM 8-K |
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| CURRENT REPORT |
| Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported): | July 17, 2019 |
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| MVB Financial Corp. |
| (Exact name of registrant as specified in its charter) |
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| West Virginia | 000-50567 | 20-0034461 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 301 Virginia Avenue, Fairmont, WV | 26554-2777 |
| (Address of principal executive offices) | (Zip Code) |
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| (304) 363-4800 |
| (Registrant's telephone number, including area code) |
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| Not Applicable |
| (Former name or former address, if changed since last report.) |
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| 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: |
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). |
| Emerging growth company ☐ |
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| 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 8.01 Other Events.
On June 30, 2014, MVB Financial Corp. (the “Company”) issued its Convertible Subordinated Promissory Notes Due 2024 (the “Notes”) to various investors, of which $12,400,000 aggregate principal amount currently remains outstanding. The proceeds from the Notes constitute Tier 2 capital for bank regulatory capital purposes. The Notes are redeemable by the Company at least five years after the original issuance date upon prior approval from the Federal Reserve Board.
On July 10, 2019, the Company received a notice of non-objection from the Federal Reserve for the Company to redeem all of the outstanding Notes. The Company intends to provide notice to the holders of the outstanding Notes that it will redeem the outstanding Notes on September 30, 2019. The Company expects to provide notice of redemption to holders of the Notes on or about August 1, 2019.
A copy of a press release announcing the proposed redemption of the outstanding Notes is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1Press release of MVB Financial Corp. dated July 17, 2019.
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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| | MVB Financial Corp. |
| | By | /s/ Donald T. Robinson |
| | | Donald T. Robinson
Chief Financial Officer |
Date: July 17, 2019
EXHIBIT INDEX
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| Exhibit Number | | Description | | Exhibit Location |
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| | Press release of MVB Financial Corp. dated July 17, 2019 | | Filed herewith |
