Middlefield Banc Corp. (NASDAQ:MBCN) Files An 8-K Unregistered Sales of Equity Securities
ITEM 3.02 Unregistered Sale of Equity Securities

In a private offering exempt from the registration requirements to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 thereunder, Middlefield Banc Corp. (“MBCN”) completed the sale of 400,000 shares of common stock at the price of $40 per share on Wednesday, May 10, 2017. The offering was to accredited investors only, without the use of a general solicitation or general advertising. The gross proceeds of the offering were $16,000,000 before compensation of $760,000 payable to the investment bank acting as placement agent.

Because the shares were sold in a private offering without registration under the Securities Act of 1933, the shares are restricted securities, as that term is defined in SEC Rule 144(a)(3). We have agreed to register investors’ resale of the shares, agreeing to file a registration statement with the SEC on Form S-3 and to take such action as is normally required to cause the resale registration statement to become effective as promptly as practicable, but in any case within 90 days after filing with the SEC, and to maintain the effectiveness of the registration statement.

About Middlefield Banc Corp. (NASDAQ:MBCN)

Middlefield Banc Corp. is a bank holding company. The Company’s subsidiaries include The Middlefield Banking Company (MBC) and EMORECO Inc. MBC is engaged in the general commercial banking business in northeastern and central Ohio. MBC offers customers a range of banking services, including checking, savings, money market accounts, time certificates of deposit, commercial loans, real estate loans, various consumer loans, safe deposit facilities and travelers’ checks. MBC offers online banking and bill payment services to individuals, and online cash management services to business customers through its Website at www.middlefieldbank.com. EMORECO engages in the resolution and disposition of troubled assets in central Ohio. MBC’s loan products include operational and working capital loans, loans to finance capital purchases, term business loans, residential construction loans, selected guaranteed or subsidized loan programs for small businesses, and consumer installment loans.

Middlefield Banc Corp. (NASDAQ:MBCN) Recent Trading Information

Middlefield Banc Corp. (NASDAQ:MBCN) closed its last trading session down -0.30 at 46.20 with 0 shares trading hands.