Independence Bancshares, Inc. (OTCMKTS:IEBS) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
Effective as of January 23, 2018, First Reliance Bancshares, Inc. (“First Reliance”), the holding company for First Reliance Bank, Florence, South Carolina, completed its acquisition by merger (the “Merger”) of Independence Bancshares, Inc. (the “Company”), the holding company for Independence National Bank, Greenville, South Carolina. The Company merged with and into First Reliance, with First Reliance as the surviving entity. The Merger was completed to an Agreement and Plan of Merger dated September 25, 2017 (the “Merger Agreement”).
Upon the closing of the Merger, each outstanding share of common stock, $0.01 par value per share, of the Company (“Independence Common Stock”) was converted into the right to receive cash in the amount of $0.125. Immediately prior to the closing of the Merger, each outstanding share of Series A Preferred Stock, $0.01 par value per share, of the Company (the “Independence Preferred Stock”) was redeemed for its stated per share redemption price by the payment of cash in the amount of $1,000.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 26, 2017.
Item 3.03 Material Modifications to Rights to Security Holders.
Upon the closing of the Merger, each outstanding share of Independence Common Stock was converted into the right to receive $0.125 in cash, without interest and less any applicable withholding taxes. Immediately prior to the closing of the Merger, each outstanding share of Independence Preferred Stock was redeemed for its stated per share redemption price by the payment of cash in the amount of $1,000. As described in the Company’s Current Report on Form 8-K filed on January 9, 2018, the Merger Agreement was approved by the Company’s shareholders at the special shareholders’ meeting held on January 9, 2018. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.01 Changes in Control of Registrant.
Upon the closing of the Merger effective as of January 23, 2018, the Company merged with and into First Reliance and, accordingly, a change in control of the Company occurred. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
About Independence Bancshares, Inc. (OTCMKTS:IEBS)
Independence Bancshares, Inc. operates as the bank holding company for Independence National Bank (the Bank). The Company operates through four segments: Community Banking, Transaction Services, Asset Management and Parent Only. The Bank is engaged in the business of banking and providing services related to banking, including accepting demand deposits and saving deposits, and providing commercial, consumer and mortgage loans principally in Greenville County, South Carolina. The Bank’s other services include mobile banking, online banking, commercial cash management, remote deposit capture, safe deposit boxes, automated teller machine, bank official checks, traveler’s checks and wire transfer capabilities. The Bank offers credit cards for personal and business clients The Bank offers merchant transaction processing and equipment for clients. It offers other community bank services, including cashier’s checks, banking by mail, direct deposit and the United States Savings Bonds.