BVFL 8-K
BV Financial, Inc. (BVFL)
8-K
2023-06-29
For: 2023-06-29
View Original
Added on
April 08, 2026
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): June 29, 2023
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.) |
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(410 ) 477-5000
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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None
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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 June 29, 2023, the stockholders of BV Financial, Inc. (the “Company”) and the members of Bay-Vanguard M.H.C., Inc. (the “MHC”), the
Company’s mutual holding company parent, announced today that the Company’s stockholders and the members of the MHC approved the pending conversion of the MHC from mutual to stock form. Completion of the conversion and stock offering remains
subject to final regulatory approval and the sale of at least 9,775,000 shares of common stock, which represents the minimum of the offering range.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
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Press release dated June 29, 2023
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Cover Page Interactive Data File (embedded within Inline XBRL document)
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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.
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BV FINANCIAL, INC.
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DATE: June 29, 2023
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By:
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/s/ David M. Flair
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David M. Flair
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Co-President and Chief Executive Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
BV Financial Announces Stockholder and Member Approvals
for Pending Conversion Transaction
Baltimore, Maryland,
June 29, 2023 — BV Financial, Inc. (the “Company”) (OTC Pink: BVFL), the holding company for BayVanguard Bank, announced today that the Company’s
stockholders and the members of Bay-Vanguard, M.H.C., Inc. (the “MHC”), the Company’s mutual holding company parent, approved the pending conversion of the MHC from mutual to stock form. The approvals were received at a Special Meeting of
Stockholders and a Special Meeting of Members, both held earlier today.
Completion of the conversion and stock offering remains subject to final regulatory approval, and the sale of at least 9,775,000 shares of common stock, which represents the minimum of the offering range.
This release is neither
an offer to sell nor a solicitation of an offer to buy common stock of the Company. The offer is made only by the Company’s prospectus when accompanied by a stock order form. The shares of common stock of the Company are not savings accounts or
savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency. The Company has filed with the
Securities and Exchange Commission (the “SEC”) a registration statement for the offering to which this press release relates as well as the final prospectus, dated May 15, 2023, for the subscription and community offerings, as supplemented by the
prospectus supplement dated June 23, 2023. Before you invest, you should read that prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the stock offering. You may obtain these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
About BV Financial, Inc.
BV Financial, Inc. is the parent company of BayVanguard Bank. BayVanguard Bank is headquartered in Baltimore, Maryland with 15 banking offices in the
Baltimore metropolitan area and the Eastern Shore of Maryland. BayVanguard Bank is a full-service community-oriented financial institution dedicated to serving the financial service needs of consumers and businesses.
Forward-Looking Statements
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. Factors that could cause such differences to exist include, but are not limited to: the failure to obtain the final regulatory approvals for the proposed
conversion and related stock offering, delays in obtaining such approvals, or adverse conditions imposed in connection with such approvals; those related to the real estate and economic environment, particularly in the market areas in which the
Company operates; fiscal and monetary policies of the U.S. Government; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; fluctuations in the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowings to fund loans and investments; operational risks including, but not limited to, cybersecurity,
fraud and natural disasters; the risk that the Company may not be successful in the implementation of its business strategy; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks described
in the Company’s filings with the SEC, which are available at the SEC’s website, www.sec.gov.
The Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above or other factors could affect the Company’s financial performance and could cause the Company’s actual results
for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically disclaims any obligation to publicly release the
results of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Contacts:
David M. Flair and Timothy L. Prindle
Co-President and Chief Executive Officers
BV Financial, Inc.
(410) 477-5000