UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 29, 2023
GOUVERNEUR BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 333-272548 | 37-2102925 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
42 Church Street, Gouverneur, New York 13642
(Address of principal executive offices) (Zip Code)
(315) 287-2600
(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 |
| None |
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 x
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. |
On September 29, 2023, Gouverneur Bancorp, Inc. (“Gouverneur Bancorp”), the holding company for Gouverneur Savings and Loan Association (the “Bank”), issued a press release announcing that, at separate meetings held on September 29, 2023, both the stockholders of Gouverneur Bancorp and the members of Cambray Mutual Holding Company (the “MHC”) approved the Plan of Conversion and Reorganization pursuant to which the MHC will convert from the mutual holding company to the stock holding company form of organization.
Gouverneur Bancorp also announced in the press release that Gouverneur Bancorp, Inc., a newly formed Maryland corporation and the proposed successor holding company of the Bank, has further extended the expiration time and date of the community offering being conducted in connection with the conversion of the MHC from the mutual holding company to the stock holding company form of organization.
A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Other Exhibits. |
| (d) | Exhibits |
| Number | Description |
| 99.1 | Press Release dated September 29, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| GOUVERNEUR BANCORP, INC. | ||
| Date: October 2, 2023 | By: | /s/ Charles C. Van Vleet, Jr. |
| Charles C. Van Vleet, Jr. | ||
| President and Chief Executive Officer |