Closing of Acquisition of Southwest Georgia Financial Corporation

Effective April 3, 2020, The First Bancshares, Inc., a Mississippi corporation (the “Company” or “First Bancshares”) completed its previously-announced merger (the “Merger”) with Southwest Georgia Financial Corporation, a Georgia corporation (“SGB”) to that certain Agreement and Plan of Merger by and between First Bancshares and SGB, dated as December 18, 2019 (the “Merger Agreement”). At the closing, SGB merged with and into First Bancshares, with First Bancshares as the surviving corporation. Following the Merger, SGB’s wholly-owned subsidiary bank, Southwest Georgia Bank, merged with and into the First Bancshares’ wholly-owned subsidiary bank, The First, A National Banking Association (“The First”), with The First as the surviving bank and continuing its corporate existence under the name “The First, A National Banking Association” (the “Bank Merger”, and together with the Merger, the “Mergers”).

to the Merger Agreement, SGB shareholders are entitled to receive for each share of SGB common stock outstanding immediately prior to the Merger one (1.00) share of First Bancshares common stock. Each outstanding share of First Bancshares common stock remained outstanding and was unaffected by the Mergers. As a result of the Mergers, First Bancshares will issue 2,548,510 shares of First Bancshares common stock to former SGB shareholders.

The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 18, 2019.

On April 3, 2020, First Bancshares issued a press release announcing the completion of the Mergers. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

(d) Exhibits

99.1 Press Release of The First Bancshares, Inc., dated April 3, 2020.

FIRST BANCSHARES INC /MS/ Exhibit
EX-99.1 2 a52198408ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 The First Bancshares,…
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About The First Bancshares, Inc. (OTCMKTS:FBSI)

First Bancshares, Inc. is a holding company of First Home Savings Bank (the Bank). The Bank is primarily engaged in providing a range of banking and mortgage services to individual and corporate customers in southern Missouri. The Bank offers its services in various categories, such as online banking, personal banking and business banking. The Bank’s FirstNet provides access for various banking needs. FirstNet is a free service, including free online BillPay, which is accessible from home or office. Its personal banking services include personal checking accounts, personal savings and money market accounts, personal certificate of deposits and individual retirement accounts, and deposit rates. Its business banking services include business checking accounts, and business savings and money market accounts. The Bank has seven branch facilities in Marshfield, Ava, Kissee Mills, Gainesville, Sparta, Crane and Springfield, which are located in Missouri.