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UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |||||||||
| Washington, D.C. 20549 | |||||||||
| FORM | |||||||||
| CURRENT REPORT | |||||||||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||||||
| Date of Report (Date of earliest event reported) | |||||||||
| (Exact name of registrant as specified in its charter) | |||||||||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | |||||||
| of incorporation) | Identification No.) | ||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||
| Registrant’s telephone number, including area code | ( | ||||||||
| 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)) | |||||||||
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.
Securities registered pursuant to Section 12(b) of the Act:
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Title of each Class |
Trading Symbol(s) |
Name of each exchange on which registered |
| ITEM 8.01 | Other Events |
On October 8, 2021, Catalyst Bancorp, Inc. (the “Company”) announced that, subject to the satisfaction of closing conditions, it expected to close the mutual-to-stock conversion of St. Landry Homestead Federal Savings Bank (the “Bank”) and stock offering of the Company on October 12, 2021.
On October 12, 2021, the Company announced that it had completed its initial public offering and the mutual-to-stock conversion of the Bank. The shares of the Company’s common stock are expected to begin trading on the Nasdaq Capital Market on October 13, 2021 under the ticker symbol “CLST.”
The Company sold 5,290,000 shares of common stock at $10.00 per share for gross offering proceeds of $52.9 million. Direct Registration Statements reflecting the shares purchased in the offering and refund checks for any subscribers not receiving all or part of shares ordered (with interest) are expected to be mailed on or about October 13, 2021.
For additional information, reference is made to the Company’s press releases, dated October 8, 2021 and October 12, 2021, included as Exhibit 99.1 and 99.2, respectively, hereto and incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
| (a) | Not applicable. | ||
| (b) | Not applicable. | ||
| (c) | Not applicable. | ||
| (d) | Exhibits |
The following exhibits are filed herewith.
| Exhibit Number | Description | |
| 99.1 | Press Release, dated October 8, 2021 | |
| 99.2 | Press Release, dated October 12, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| CATALYST BANCORP, INC. | ||
| Date: October 13, 2021 | By: | /s/ Joseph B. Zanco |
| Joseph B. Zanco | ||
| President and Chief Executive Officer | ||
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Exhibit 99.1
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For further information contact: Joseph B. Zanco, President and CEO (337) 948-3033 |
| Release Date: | October 8, 2021 |
CATALYST BANCORP, INC.
ANNOUNCES EXPECTED CONVERSION CLOSING DATE AND
STOCK OFFERING RESULTS
Opelousas, Louisiana, October 8, 2021 – Catalyst Bancorp, Inc. (the “Company”), the proposed holding company for St. Landry Homestead Federal Savings Bank, a federally-chartered mutual savings bank headquartered in Opelousas, Louisiana (the “Bank”), announced today that, subject to the satisfaction of customary closing conditions, it intends to close the mutual-to-stock conversion of the Bank and the related stock offering of the Company on Tuesday, October 12, 2021, at which time the Company will become the holding company of the Bank. The shares of common stock sold in the offering are expected to begin trading on the Nasdaq Capital Market on Wednesday, October 13, 2021 under the ticker symbol “CLST.”
The Company expects to sell 5,290,000 shares of common stock, representing the adjusted maximum of the offering range, at $10.00 per share, for gross offering proceeds of $52.9 million. Eligible depositors of the Bank (i.e., those depositors having a qualifying deposit as of December 31, 2019, June 30, 2021 or July 30, 2021), who subscribed for shares in the subscription offering will have all valid orders filled in full. All valid orders submitted in the subscription offering will be filled in accordance with the purchase limits and procedures described in the prospectus and as set forth in the Bank’s Plan of Conversion. The community offering was oversubscribed. Valid offers submitted in the community offering by “preferred subscribers” (natural persons, including trusts of natural persons, residing in St. Landry, Acadia, Lafayette, St. Martin, Pointe Coupée, Avoyelles and Evangeline Parishes in Louisiana) will have their orders filled in full, while other members of the general public who submitted valid orders in the community offering will be subject to the allocation procedures and limits described in the prospectus and as set forth in the Plan of Conversion. If any subscriber would like to confirm his/her allocation prior to the closing of the offering, contact the stock information center at (844) 303-2265 from 10:00 a.m. until 4:00 p.m., Central Time. The Bank and Stock Information Center will be closed Monday, October 11, 2021, in recognition of the Columbus Day holiday.
Direct Registration Statements reflecting the shares purchased in the subscription offering and community offering and refund checks for any subscribers not receiving all or part of shares ordered (with interest) are expected to be mailed on or about October 13, 2021.
Piper Sandler & Co. is the Company’s selling agent in the offering. Silver, Freedman, Taff & Tiernan LLP is serving as legal counsel to the Company and the Bank. Luse Gorman, PC is serving as legal counsel to Piper Sandler & Co.
St. Landry Homestead Federal Savings Bank
St. Landry Homestead Federal Savings Bank is headquartered in Opelousas, Louisiana. At June 30, 2021, the Bank had total assets of $238.6 million, deposit accounts of $177.9 million and equity of $50.7 million.
Forward Looking Statements
This press release contains certain forward-looking statements about the conversion and the offering. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include delays in the offering, changes in the interest rate environment, the effects of the COVID-19 pandemic, changes in general economic conditions, legislative and regulatory changes that adversely affect the business of Catalyst Bancorp, Inc. and St. Landry Homestead Federal Savings Bank, changes in the securities markets, and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), which are available at the SEC’s website, www.SEC.gov. Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect changes in beliefs, expectations or events.
This release is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the prospectus. The shares of common stock are not savings accounts or deposits and are not insured by the Federal Deposit Insurance Corporation or any other government agency.
Exhibit 99.2
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For further information contact: Joseph B. Zanco, President and CEO (337) 948-3033 |
| Release Date: | October 12, 2021 |
CATALYST BANCORP, INC.
ANNOUNCES COMPLETION OF $52.9 MILLION INITIAL PUBLIC OFFERING AND
MUTUAL-TO-STOCK CONVERSION
Opelousas, Louisiana, October 12, 2021 – Catalyst Bancorp, Inc. (the “Company”), the holding company for St. Landry Homestead Federal Savings Bank (the “Bank”), announced today that it completed its initial public offering and the mutual-to-stock conversion of the Bank on October 12, 2021. The Company’s common stock is expected to begin trading on the Nasdaq Capital Market under the trading symbol “CLST” on October 13, 2021.
The Company sold a total of 5,290,000 shares of common stock at $10.00 per share in the subscription offering and community offering for gross offering proceeds of approximately $52,900,000, inclusive of shares sold to its employee stock ownership plan.
“We are grateful for the trust our customers and investors have placed in us by investing in our IPO,” stated Joe Zanco, President and Chief Executive Officer. “The additional capital we raised will help us continue building a dynamic, full-service community bank focused on partnering with businesses and professionals across the region to help them grow and add jobs.”
“We are fully committed to serving as a catalyst for building our local economy,” added Zanco. “Our bankers don’t just deliver great rates, they’re partnering with our customers to help them improve their businesses.”
Piper Sandler & Co. served as the Company’s selling agent in the offering. Silver, Freedman, Taff & Tiernan LLP is serving as legal counsel to the Company and the Bank. Luse Gorman, PC served as legal counsel to Piper Sandler & Co.
St. Landry Homestead Federal Savings Bank
St. Landry Homestead Federal Savings Bank is headquartered in Opelousas, Louisiana. At June 30, 2021, the Bank had total assets of $238.6 million, deposit accounts of $177.9 million and equity of $50.7 million.
Forward Looking Statements
This press release contains certain forward-looking statements about the conversion and the offering. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include changes in the interest rate environment, the effects of the COVID-19 pandemic, changes in general economic conditions, legislative and regulatory changes that adversely affect the business of Catalyst Bancorp, Inc. and St. Landry Homestead Federal Savings Bank, changes in the securities markets, and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission, which are available at the SEC’s website, www.SEC.gov. Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect changes in beliefs, expectations or events.