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): October 18, 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 October 18, 2023, Gouverneur Bancorp, Inc. (“Gouverneur Bancorp”), the holding company for Gouverneur Savings and Loan Association (the “Bank”), issued a press release announcing that Gouverneur Bancorp, Inc., a newly formed Maryland corporation and the proposed successor holding company of the Bank, has completed its syndicated community offering in accordance with the terms of Gouverneur Bancorp, Inc.’s prospectus, dated as of August 14, 2023, as supplemented by the prospectus supplement dated October 4, 2023.
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 October 18, 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 18, 2023 | By: | /s/ Charles C. Van Vleet, Jr. |
| Charles C. Van Vleet, Jr. | ||
| President and Chief Executive Officer | ||