MVB Financial 8K Acquires Chartwell Compliance

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):			September 13, 2019


MVB Financial Corp.
(Exact name of registrant as specified in its charter)


West Virginia	000-50567	20-0034461
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


301 Virginia Avenue, Fairmont, WV			26554-2777
(Address of principal executive offices)			(Zip Code)


(304) 363-4800
(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:

☐ 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 (17 CFR 240.14d-2(b))

☐ 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, $1.00 par value

MVBF

The Nasdaq Stock Market LLC

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 ☐

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 3.02. Unregistered Sales of Equity Securities.

On September 13, 2019, MVB Bank, Inc., a West Virginia state chartered bank (the “Bank”) and wholly owned subsidiary of MVB Financial Corporation (“MVB”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Bank, Proco Global, Inc. dba Chartwell Compliance, a Maryland corporation (“Chartwell”), each of Daniel Weiss and Nora Weiss (each, a “Seller” and, together, the “Sellers”), and Daniel Weiss, in his capacity as representative of Sellers (the “Sellers Representative”).

Pursuant to the Purchase Agreement, and upon the terms and conditions set forth therein, the Bank acquired 100% of the equity interests of Chartwell from the Sellers (the “Transaction”), effective as of September 13, 2019. The purchase price of the Transaction consisted of 54,870 unregistered shares MVB common stock and an undisclosed amount of cash. The Purchase Agreement also provides that the Bank would make “earn-out payments”, payable in shares of MVB common stock, to the Sellers in an aggregate amount of up to 109,740 shares (payable in two increments of 54,870 shares each) upon the attainment by Chartwell of certain net income levels during the three year period beginning on the closing date.

The securities to be issued in connection with the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder.

Item 8.01. Other Events.

On September 16, 2019, MVB issued a Press Release announcing the acquisition of Chartwell. The foregoing description of the Press Release is qualified in its entirety by reference to the complete text of the Press Release furnished as Exhibit 99.1 hereto, which is hereby incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


99.1			Press release of MVB Financial Corp. dated September 16, 2019.
104			Inline XBRL for the cover page of this Current Report on Form 8-K (contained in Exhibit 101)

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.