SB FINANCIAL GROUP, INC. (NASDAQ:SBFGP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On February 9, 2018, SB Financial Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with FIG Partners, LLC, as underwriter (the “Underwriter”), in connection with the public offering of 1,449,275 shares of the Company’s common stock, without par value per share (the “Common Stock”), at a price of $18.00 per share less underwriting discounts and commissions (the “Offering”).
to the terms of the Underwriting Agreement, the Company granted the Underwriter an option, exercisable for thirty (30) days, to purchase up to an additional 217,391 shares of its Common Stock, which was exercised in full by the Underwriter on February 9, 2018.
The closing of the Offering occurred on February 13, 2018. At closing, the Company received net proceeds of approximately $28,025,248 after deducting underwriting discounts and commissions and offering expenses. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include (a) capital contributions to its bank subsidiary to increase regulatory capital and/or (b) investments at the holding company level.
A copy of the opinion of Porter Wright Morris & Arthur LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto. A copy of the Underwriting Agreement is filed as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Offering by the Company and the documentation related thereto does not purport to be complete and is qualified in its entirety by reference to such Exhibits.
Item 8.01 Other Material Information.
On February 9, 2018, the Company issued a press release announcing the pricing of the Offering described in Item 1.01. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference.
On February 13, 2018, the Company issued a press release announcing the closing of the Offering described in Item 1.01. A copy of the press release is filed as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
SB FINANCIAL GROUP, INC. ExhibitEX-1.1 2 f8k020918ex1-1_sbfinancial.htm UNDERWRITING AGREEMENT,…To view the full exhibit click here