The First Bancshares, Inc. (FBMS) 8-K Results of Operations and Financial Condition

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): August 1, 2022

The First Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Mississippi	000-22507	64-0862173
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6480 U.S. Hwy 98 West, Hattiesburg, MS	39402
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (601) 268-8998

N/A

(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:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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
Common Stock	FBMS	NASDAQ

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 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 2.01  Completion of Acquisition or Disposition of Assets

Closing of Acquisition of Beach Bancorp, Inc.

Effective August 1, 2022, The First Bancshares, Inc., a Mississippi corporation (the “Company” or “FBMS”) completed its previously announced merger (the “Merger”) with Beach Bancorp, Inc. a Florida corporation (“BBI”) pursuant to that certain Agreement and Plan of Merger by and between FBMS and BBI, dated as April 26, 2022 (the “Merger Agreement”). On August 1, 2022, BBI merged with and into FBMS, with FBMS as the surviving corporation.  Immediately following the Merger, BBI’s wholly-owned subsidiary bank, Beach Bank, merged with and into FBMS’s wholly-owned subsidiary bank, The First Bank (“The First”), with The First as the surviving bank and continuing its corporate existence under the name “The First Bank” (the “Bank Merger”, and together with the Merger, the “Mergers”).

Pursuant to the Merger Agreement, holders of BBI common or preferred stock will receive 0.1711 of a share of Company common stock (the “Exchange Ratio”) (subject to the payment of cash in lieu of fractional shares) for each share of BBI common or preferred stock held immediately prior to the effective time. Each share of Company common stock outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger. Also, at the effective time of the Merger, all stock options awarded under the BBI equity plans were converted automatically into an option to purchase shares of Company common stock on the same terms and conditions as applicable to each such BBI option as in effect immediately prior to the effective time, with the number of shares underlying each such option and the applicable exercise price adjusted based on the Exchange Ratio.

The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 2, 2022.

Item 8.01  Other Events

On August 1, 2021, FBMS issued a press release announcing the completion of the Mergers. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

2.1            Agreement and Plan of Merger, dated as of April 26, 2022, by and between The First Bancshares, Inc. and Beach Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to The First Bancshares, Inc.’s Current Report on Form 8-K filed on May 2, 2022).

99.1            Press Release of The First Bancshares, Inc., dated August 1, 2022.

104            Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

THE FIRST BANCSHARES, INC.
By:	/s/ Donna T. (Dee Dee) Lowery
Name:	Donna T. (Dee Dee) Lowery
Title:	Chief Financial Officer

Date:  August 1, 2022