UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
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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) | April 19, 2024 |
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QUAINT OAK BANCORP, INC. |
| (Exact name of registrant as specified in its charter) |
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| Pennsylvania | 000-52694 | 35-2293957 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 501 Knowles Avenue, Southampton, Pennsylvania | 18966 |
| (Address of principal executive offices) | (Zip Code) |
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| Registrant's telephone number, including area code | (215) 364-4059 |
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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 (see General Instruction A.2 below): |
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| ☐ 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: None
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
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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 (§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 April 19, 2024, Quaint Oak Bancorp, Inc., a Pennsylvania corporation and the holding company for Quaint Oak Bank (the "Company"), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Areti Bank International Inc., an international banking entity incorporated in the Commonwealth of Puerto Rico (“Areti Bank”). Pursuant to the Purchase Agreement, on April 19, 2024 the Company sold to Areti Bank 128,500 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) (the “Shares”), or approximately 4.9% of the pro forma outstanding shares of Common Stock, for a purchase price of $11.27 per share for aggregate proceeds of $1,448,195.
The Purchase Agreement contains certain customary representations and warranties made by each party. The Company will use the net proceeds of the offering for general corporate purposes.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to, and incorporate herein by reference, the full text of the Purchase Agreement, which is filed herewith as Exhibit 10.1.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 3.02 | | Unregistered Sales of Equity Securities |
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
In the Purchase Agreement, Areti Bank represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities referred to in this Current Report on Form 8-K are being issued and sold by the Company to Areti Bank in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
| Item 9.01 | | Financial Statements and Exhibits |
The following exhibit is included with this Report:
| | Exhibit Number | | Description |
| | 10.1 | | |
| | 104 | | Cover Page Interactive Date File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| | QUAINT OAK BANCORP, INC. |
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| Date: April 19, 2024 | | |
| | By: | /s/John J. Augustine |
| | | John J. Augustine |
| | | Executive Vice President and Chief Financial Officer |
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