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CITIZENS FIRST CORPORATION (NASDAQ:CZFC) Files An 8-K Unregistered Sales of Equity Securities

CITIZENS FIRST CORPORATION (NASDAQ:CZFC) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities

On May 15, 2017, the Board of Directors of the Company authorized the redemption of all 229 outstanding shares of the Company’s Cumulative Convertible Preferred Stock (“Preferred Shares”) as of June 30, 2017 (the “Redemption Date”) at the redemption price of $31,992 per share (the Stated Amount of the preferred stock), plus accrued and unpaid dividends (the “Redemption Price”), including a pro rata dividend according to the number of days elapsed prior to the Redemption Date over an assumed year of 365 days.  Under the Corporation’s Second Amended and Restated Articles of  Incorporation,  the Preferred Shares are convertible at the option of the holder, until the day prior to the Redemption Date, into such number of shares of the Company’s  common stock as is determined by dividing the Stated Value of the Preferred Shares ($31,992) by the conversion price in effect on the date of the conversion.  Currently, the conversion price of the Preferred Shares is $14.06.

Since the Redemption Date, in reliance on the exemption from registration provided by Section 3(a)(9) under the Securities Act of 1933, as amended, the Company has issued an aggregate of 455,000 shares of common stock in exchange for and upon conversion of 200 Preferred Shares.  No commission or other remuneration was paid or given directly or indirectly for soliciting such exchanges.  The conversion dates and amount of shares of common stock converted are as follows:

DateNumber of Shares

May 24, 20176,825

May 25, 201750,050

May 31, 201727,300

June 2, 201738,675

June 19, 2017225,225

June 21, 2017106,925

As a result of the conversion of Preferred Shares, the outstanding shares of the Company’s common stock have increased from 2,019,052 to 2,474,052 as of June 21, 2017.

About CITIZENS FIRST CORPORATION (NASDAQ:CZFC)
Citizens First Corporation is the bank holding company for Citizens First Bank, Inc. (the Bank). The Bank conducts full-service community banking operations from approximately 10 locations in the Kentucky counties of Barren, Hart, Simpson and Warren. The Bank is primarily engaged in the business of accepting demand, savings and time deposits insured by the Federal Deposit Insurance Corporation (FDIC) and providing commercial, consumer and mortgage loans to the general public. The Bank also provides debit cards, credit cards, safekeeping and safe deposit boxes, automated clearing house (ACH) and other direct deposit services, savings bond redemptions, cashier’s checks, travelers’ checks and letters of credit. The Bank offers a range of loans, including commercial and residential real estate mortgage loans, construction loans, commercial loans and consumer loans to individuals and small to mid-size businesses.

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