8-K
Affinity Bancshares, Inc. (AFBI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 20, 2021
AFFINITY BANCSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-39914 | 86-1339773 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File No.) | (I.R.S. Employer<br><br> Identification No.) |
| 3175 Highway 278, Covington, Georgia | 30014 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (770) 786-7088
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Securities registered pursuant to Section 12(b) of the Act: | ||
| --- | --- | --- |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | AFBI | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
On January 20, 2021, Affinity Bancshares, Inc. (the “Company”) announced that the mutual-to-stock conversion of Community First Bancshares, MHC and related stock offering of the Company were closed.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
| 99.1 | Press Release dated January 20, 2021 |
|---|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| AFFINITY BANCSHARES, INC. | ||
|---|---|---|
| DATE: January 25, 2021 | By: | /s/ Tessa M. Nolan |
| Tessa M. Nolan | ||
| Senior Vice President and Chief Financial Officer |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Edward J. Cooney
Chief Executive Officer
Telephone: (678) 742-9990
AFFINITY BANCSHARES, INC.
ANNOUNCES COMPLETION OF STOCK OFFERING
AND RELATED CONVERSION
Covington, Georgia, January 20, 2021 — Affinity Bancshares, Inc. (the “Company”) announced today that Community First Bancshares, MHC (the “MHC”) has completed its conversion from the mutual holding company to the stock holding company form of organization (the “Conversion”), and the Company has completed its related stock offering. As a result of the closing of the Conversion, the Company is now the holding company of Newton Federal Bank (the “Bank”), which has changed its name to Affinity Bank. The MHC and the Bank’s previous mid-tier holding company, Community First Bancshares, Inc. (“Community First”), ceased to exist effective upon the closing of the Conversion.
The results of the stock offering were previously reported in Community First’s press release dated January 18, 2021. Approximately 6,875,643 shares of Company common stock are outstanding as a result of the Conversion, before taking into account adjustments for fractional shares.
The Company’s common stock is expected to trade on the Nasdaq Capital Market under the trading symbol “AFBI” beginning on January 21, 2021.
Book entry statements reflecting shares purchased in the offering are expected to be mailed to purchasers promptly following the closing. Persons wishing to confirm their orders may contact the Stock Information Center at (678) 729-9788.
Performance Trust Capital Partners, LLC acted as marketing agent for the Company in connection with the offering. Luse Gorman, PC acted as legal counsel to the Company in connection with the Conversion and offering. Silver, Freedman, Taff & Tiernan LLP acted as legal counsel to Performance Trust Capital Partners, LLC in connection with the offering.
Certain statements contained herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “may,” “will,” “would,” “intend,” “believe,” “expect,” “plan,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. These statements are based upon the current beliefs and expectations of Company management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors.
About Affinity Bancshares, Inc.
The Company is a Maryland corporation based in Covington, Georgia. The Company’s banking subsidiary, now named Affinity Bank, opened in 1928 and currently operates a full-service office in Atlanta, Georgia, two full-service offices in Covington, Georgia, a loan production office in Braselton, Georgia, and a loan production office serving the Alpharetta and Cumming, Georgia markets.