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): | April 16, 2021 | ||||
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 April 16, 2021, MVB Bank, Inc. (“MVB Bank”), a West Virginia corporation and wholly owned subsidiary of MVB Financial Corporation (“MVB”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among MVB Bank, Trabian Technology, Inc., a Texas corporation (“Trabian”), Jonathan Matthew Dean, Clarence B. Reeme, III, Jennifer L. Reeme and Brent Dixon.
Pursuant to the Purchase Agreement, and upon the terms and conditions set forth therein, MVB Bank acquired a majority interest in Trabian (the “Transaction”), effective as of April 16, 2021. The purchase price of the Transaction consisted of 17,597 unregistered shares of MVB common stock and an undisclosed amount of cash.
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 April 19, 2021, MVB issued a Press Release announcing the acquisition of a majority interest in Trabian. 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 April 19, 2021
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.
MVB Financial Corp. | ||||||||
By: | /s/ Donald T. Robinson | |||||||
Donald T. Robinson Executive Vice President and Chief Financial Officer |
Date: April 19, 2021
EXHIBIT INDEX
Exhibit Number | Description | Exhibit Location | ||||||||||||
Press release of MVB Financial Corp. dated April 19, 2021 | Filed herewith | |||||||||||||
XBRL Taxonomy Extension Schema Document | Filed herewith | |||||||||||||
XBRL Taxonomy Extension Calculation Document | Filed herewith | |||||||||||||
XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith | |||||||||||||
XBRL Taxonomy Extension Label Linkbase Document | Filed herewith | |||||||||||||
XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
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