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) | April 15, 2016 |
| Severn Bancorp, Inc. |
| (Exact name of registrant as specified in its charter) |
Maryland | 0-49731 | 52-1726127 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
200 Westgate Circle, Suite 200, Annapolis, Maryland | | 21401 |
| (Address of principal executive offices) | | (Zip Code) |
410-260-2000
(Registrant’s telephone number, including area code)
| |
| (Former name or former address, if change 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 (see General Instruction A.2. below):
| ☐ | 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)) |
| ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES |
On April 15, 2016, Severn Bancorp, Inc. (the “Company”), parent company of Severn Savings Bank, FSB entered into subscription agreements with various purchasers under which it would issue a total of 2,015,500 shares of its common stock, par value $0.01, at a price of $5.50 per share, consisting of 191,000 shares to insiders of the Company and 1,824,500 to other accredited investors. The shares were issued on April 14, 2016 in a private placement exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D of the rules and regulations promulgated thereunder. The offering resulted in gross proceeds of approximately $11,100,000 and discounts or commissions paid of approximately $457,000.
A copy of the press release announcing the completion of the private placement offering is attached as Exhibit 99.1 and incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
| Press release of Severn Bancorp, Inc. dated April 15, 2016 announcing $11 Million private placement. |
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 hereunto duly authorized.
| | Severn Bancorp, Inc. |
| | | |
Dated: April 15, 2016 | By: | /Alan J. Hyatt/ |
| | | Alan J. Hyatt, President |
