8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Bank of South Carolina Corporation

(Exact name of Registrant as Specified in Its Charter)

(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:

☐ 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:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On January 26, 2023, Bank of South Carolina Corporation (the "Company") and the Company’s wholly owned subsidiary, The Bank of South Carolina (the “Bank”) announced that Fleetwood S. Hassell will begin preparing for his transition into retirement from his position as President and Chief Executive Officer of both the Company and the Bank. Mr. Hassell plans to retire on September 30, 2023. Mr. Hassell has been with the Bank since its organization in 1986 and has served as President & Chief Executive Officer since 2012. Mr. Hassell has served on the Board of Directors of the Bank and the Company since 2006 and will continue to do so after his retirement if reelected by the shareholders. Mr. Hassell’s decision to retire from the Company and the Bank is the result of his decision to retire at the age of 64, and did not arise or result from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

Effective October 1, 2023, Executive Vice President and Chief Financial Officer Eugene H. Walpole, IV will be promoted to the position of President and Chief Executive Officer of both the Company and the Bank. Mr. Walpole, age 38, currently holds the position of Executive Vice President and Chief Financial Officer of both the Company and the Bank, a position that he has held since 2016. Mr. Walpole has been with the Bank since 2012. Mr. Walpole will continue to hold the position of Chief Financial Officer until a successor is named. Mr. Walpole does not have any family relationships with current members or nominees of the Board of Directors and there have been no related person transactions between Mr. Walpole and the Company that are reportable under Item 404(a) of Regulation S-K.

For further information, reference is made to the Company’s press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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.

Exhibit 99.1

Bank of South Carolina Corporation Announces Leadership Succession Plan

CHARLESTON, S.C., Jan. 26, 2023 /PRNewswire/ -- Today, the Bank of South Carolina Corporation (Nasdaq: BKSC) announced that Fleetwood S. Hassell plans to retire as President & Chief Executive Officer of the Company and its subsidiary, The Bank of South Carolina, on September 30, 2023. Mr. Hassell will continue to serve on the Board of Directors of both the Company and the Bank after his retirement. The Board of Directors of the Company and the Bank have elected Eugene H. Walpole, IV, the current Executive Vice President & Chief Financial Officer, to succeed Mr. Hassell as President & Chief Executive Officer of the Company and the Bank effective October 1, 2023.

Mr. Hassell started with the Bank in 1986 as a founding officer and has held a number of leadership positions, most recently as President & Chief Executive Officer since 2012. He has provided vision and steady leadership throughout his tenure, having served his community and the banking industry for over 40 years.

Mr. Walpole has served as Executive Vice President & Chief Financial Officer of the Company and the Bank since 2016. Previously, Mr. Walpole served in various positions with the Bank since 2012. Before joining the Bank, Mr. Walpole worked at Elliott Davis, LLC in their financial services audit practice from 2008 to 2012.

Hugh C. Lane, Jr., Chairman, stated, "Today's announcement is the culmination of a well-planned and thorough process on the part of the Board and Fleetwood to ensure experienced leadership continues for the Company and the Bank. I have worked with Fleetwood his entire career and appreciate the contributions he has made to our employees, customers, and shareholders. Fleetwood will remain on the Board of Directors, but his daily presence at the Bank will be missed."

Fleetwood S. Hassell, President & Chief Executive Officer, stated, "It has been a privilege to serve the Company and the Bank over the last 36 years. I strongly believe in the role our bank plays in the community as a connector, collaborator, catalyst, and contributor. Gene and I have worked together for over ten years, and he has played a significant role in the execution of our strategic plan. I am confident he will provide sound leadership for both the Company and the Bank that will allow for our continued growth and success."

About Bank of South Carolina Corporation

The Bank of South Carolina Corporation is the holding company of The Bank of South Carolina (the "Bank"). The Bank is a South Carolina state-chartered bank with offices in Charleston, North Charleston, Summerville, Mt. Pleasant, and the West Ashley community and has been in continuous operation since 1987. A sixth office at 1730 Maybank Highway on James Island is anticipated to open in the second quarter of 2023. Our website is www.banksc.com. Bank of South Carolina Corporation currently trades its common stock on the NASDAQ stock market under the symbol "BKSC".

CONTACT: For additional information, contact: Eugene H. Walpole, IV, Executive Vice President and Chief Financial Officer, (843) 724-1500