MVB Financial Corp. (OTCMKTS:MVBF) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02Unregistered Sale of Securities.
On August 28, 2018, MVB Financial Corp. (the “Company”) issued a total of 142,000 shares of common stock, par value $1.00 per share (“Common Stock”), upon receiving notice from a certain holder of the Company’s Convertible Subordinated Promissory Notes due 2024 (the “Notes”) of their election to convert their Notes into Common Stock. The Notes were originally issued on June 30, 2014 in an aggregate principal amount of $29,400,000 and are convertible into Common Stock based on $16 per share of Common Stock. The conversion price is subject to anti-dilution adjustments for certain events such as stock splits, reclassifications, non-cash distributions, extraordinary cash dividends, pro rata repurchases of common stock, and business combination transactions. In accordance with the terms of the Notes, a combined $15,000,000 aggregate principal amount of the Notes have been converted thus far by the converting holders, which represents approximately 51% of the original $29,400,000 aggregate principal amount of Notes. The Common Stock issued upon conversion of the Notes were issued in reliance on the exemption from registration provided by Section 3(a)(9) under the Securities Act of 1933, as amended. No commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. The form of Note was filed as Exhibit 10.1 to the current report on Form 8-K filed by the Company on July 7, 2014.
About MVB Financial Corp. (OTCMKTS:MVBF)
MVB Financial Corp. (MVB) is a financial holding company. Through its subsidiaries, MVB Bank, Inc. (the Bank), MVB Mortgage and MVB Insurance, LLC, the Company provides community banking, mortgage banking, insurance and wealth management services to individuals and corporate clients in the Mid-Atlantic region. It operates through four segments: commercial and retail banking, mortgage banking, financial holding company, and insurance services. The Bank offers its customers a range of products, such as checking accounts, negotiable order of withdrawal (NOW) accounts, money market and savings accounts, time certificates of deposit, commercial, installment, commercial real estate and residential real estate mortgage loans, debit cards, and safe deposit rental facilities. The Bank provides services through its walk-in offices, automated teller machines (ATMs), drive-in facilities, and Internet and telephone banking. The Bank also offers non-deposit investment products.
