EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amended Form 8-K”) amends and restates in its entirety the Current Report on Form 8-K (the “Original Form 8-K”) filed by Spirit of Texas Bancshares, Inc. (the “Company”) on July 20, 2020. The sole purpose of this Amended Form 8-K is to correct a typographical error in the first Item number referenced in the Original Form 8-K and re-submit the Original Form 8-K under the corrected Item. Instead of referencing Item 2.01, the first Item number referenced in the Original Form 8-K was intended to reference Item 2.02. Other than as set forth in this Explanatory Note, no substantive changes have been made to the Original Form 8-K. This Amended Form 8-K speaks as of the original filing date of the Original Form 8-K does not reflect events that may have occurred after the date and time of the filing of the Original Form 8-K.
| Item 2.02 | Results of Operations and Financial Condition |
On July 20, 2020, Spirit of Texas Bancshares, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2020. A copy of the Company’s press release covering such announcement and certain other matters is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing or document.
On July 20, 2020, the Company issued a press release announcing the entry by its wholly-owned subsidiary, Spirit of Texas Bank, SSB (the “Bank”), into a Branch Purchase and Assumption Agreement with Moody National Bank, pursuant to which Moody National Bank will purchase certain assets and assume certain liabilities (the “Branch Sale”) associated with the Bank’s branch located at 1010 Bay Area Boulevard, Houston, Texas 77058 (the “Branch”). A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and the exhibits attached hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act. Any statements about our expectations, beliefs, plans, predictions, protections, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. Forward-looking statements are typically, but not exclusively, identified by the use of forward-looking terminology such as “believes,” “expects,” “could,” “may,” “will, “should,” “seeks,” “likely,” “intends” “plans,” “pro forma,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Factors that could cause our actual results to differ materially from those described in the forward-looking statements include, among others: (i) changes in general business, industry or economic conditions, or competition; (ii) the impact of the COVID-19 pandemic on the Bank’s business, including the impact of actions taken by governmental and regulatory authorities in response to such pandemic, such as the Coronavirus Aid, Relief, and Economic Security Act and the programs established thereunder, and the Bank’s participation in such programs, (iii) changes in any applicable law, rule, regulation, policy, guideline, or practice governing or affecting bank holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (iv) adverse changes or conditions in capital and financial markets; (v) changes in interest rates; (vi) the possibility that any of the anticipated benefits of the Branch Sale will not be realized or will not be realized within the expected time period; (vii) the risk that converting the operations of the Branch to Moody will be materially delayed or will be more difficult than expected; (viii) the effect of the announcement of the Branch Sale on customer relationships and operating results; (ix) the possibility that the
