DELANCO BANCORP (OTCMKTS:DLNO) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01

Completion of Acquisition or Disposition of Assets.

On April 30, 2018, Delanco Bancorp, Inc. (the “Company”) completed its previously announced merger with First Bank (“First Bank”), a New Jersey chartered commercial bank, to the Agreement and Plan of Reorganization, dated as of October 18, 2017 (the “Merger Agreement”), as amended March 12, 2018, by and between First Bank and the Company, to which the Company merged with and intoFB Merger Corp. (“Merger Sub”), a wholly owned subsidiary of First Bank, with Merger Sub continuing as the surviving corporation (the “Merger”). to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (except for the Canceled Shares (as such term is defined the Merger Agreement)) was converted into the right to receive 1.11 shares of the common stock, par value $5.00 per share, of First Bank (the “Merger Consideration”). Also at the Effective Time, each option to purchase Company Common Stock was converted into the right to receive an amount equal to $15.94 less the option exercise price, if such amount was greater than zero.

Simultaneously with the consummation of the Merger, Delanco Federal Savings Bank (“Delanco Bank”), a wholly owned subsidiary of the Company, merged with and into First Bank, with First Bank surviving such merger. In addition, First Bank as sole shareholder of Merger Sub dissolved Merger Sub.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 24, 2017, and to Amendment No. 1 to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 12, 2018, each of which are incorporated into this Item 2.01 by reference.

In connection with the closing of the Merger, the Company notified the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the Merger and requested that trading in the Company Common Stock be suspended and that the Company Common Stock be withdrawn from quotation on the OTC Bulletin Board (“OTCBB”). Upon the consummation of the Merger and the final approval by FINRA, the Company Common Stock will no longer be traded on the OTCBB, and price quotations with respect to the Company Common Stock in the public market will no longer be available.

First Bank, as the successor-in-interest to the Company, intends to file with the Securities and Exchange Commission (the “SEC”) a certification on Form 15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), to request the termination of the registration of the Company Common Stock under Section12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as possible.

As a result of the Merger, each holder of the Company Common Stock ceased to have any rights as a stockholder of the Company other than the right to receive the Merger Consideration as set forth in the Merger Agreement.

The information set forth in Items2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Upon completion of the Merger, the Company merged with and into Merger Sub, with Merger Sub as the surviving corporation.

The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference herein.

Upon completion of the Merger, the Company’s directors and executive officers ceased serving in such capacities.

As of the Effective Time, the Certificate of Incorporation and the Bylaws of the Company ceased to be in effect by operation of law and the organizational documents of Merger Sub became the Certificate of Incorporation and Bylaws of the surviving corporation in accordance with the terms of the Merger Agreement.

About DELANCO BANCORP (OTCMKTS:DLNO)

Delanco Bancorp, Inc. is a holding company, which operates as a community-oriented financial institution, offering financial services. The Company, through its banking subsidiary, Delanco Federal Savings Bank, is engaged in the business of attracting deposits from the general public and using such funds to originate one- to four-family real estate loans, multi-family and non-residential real estate loans, home equity loans and consumer loans, which are primarily held for investment by the Company. The Company’s investment portfolio consists of mortgage-backed securities and debt securities of government sponsored enterprises. The Company’s sources of funds include deposits, borrowings and loan repayments. The Company offers a range of deposit instruments, such as non-interest-bearing demand deposits (such as checking accounts), interest-bearing demand accounts (such as negotiable order of withdrawal and money market accounts), savings accounts and certificates of deposit.