Hanover Bancorp (HNVR) 8-K Other Events

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): June 6, 2022

HANOVER BANCORP, INC.

(Exact name of registrant as specified in its charter)

New York	001-41384	81-3324480
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

80 East Jericho Turnpike, Mineola, New York	11501
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (516) 548-8500

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	Name of each exchange on which registered
Common stock	HNVR	NASDAQ

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 8.01 – OTHER EVENTS

As previously announced, on May 13, 2022, Hanover Bancorp, Inc. (“the Company”) closed upon its initial public offering of 1,275,000 shares of its Common Stock at a price of $21.00 per share, pursuant to the terms of that certain Underwriting Agreement dated as of May 10, 2022 by and among the Company, its wholly owned subsidiary Hanover Community Bank, and Stephens, Inc., as Representative of the Underwriters set forth therein (collectively, the “Underwriters”).

The Company also granted the Underwriters a 30-day option to purchase up to an additional 191,250 shares of common stock to cover overallotments, if any.

On June 2, 2022, the Company received a notice that the Underwriters had elected to fully exercise their overallotment option for an additional 191,250 shares of common stock at the price of $21.00 per share. The closing of the overallotment option took place on June 6, 2022. With the exercise of the overallotment option, an aggregate of 1,466,250 shares of the Company’s common stock were issued in the offering.

A copy of the press release announcing the exercise of the overallotment option is “furnished” as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or incorporated by reference into any filing under the Securities Act or the Exchange Act.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

The following Exhibits are furnished as part of this report:

Exhibit 99.1	Press release issued by the Company on June 6, 2022
Exhibit 104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

INDEX OF EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press release issued by the Company on June 6, 2022

SIGNATURE

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.

	HANOVER BANCORP, INC.
Date: June 6, 2022	By:	/s/ Lance P. Burke
		Lance P. Burke
		Executive Vice President & Chief Financial Officer
		(Principal Financial Officer)