8-K

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): July 27, 2022

ECB BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (617) 387-1110

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):

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.  ☐

On July 27, 2022, ECB Bancorp, Inc. (the “Company”), the holding company for Everett Co-operative Bank (the “Bank”), issued a press release announcing that the Company completed its initial public offering in connection with the Bank’s conversion from the mutual form of organization to the stock form of organization, effective July 27, 2022. The Company’s common stock is expected to be listed and traded on the Nasdaq Capital Market under the symbol “ECBK” beginning on July 28, 2022. For further information, reference is made to the press release dated July 27, 2022, which is attached hereto as Exhibit 99 and incorporated herein by reference.

(d)    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.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ECB Bancorp, Inc. Completes Initial Public Offering

EVERETT, MASSACHUSETTS, July 27, 2022 – ECB Bancorp, Inc. (the “Company” or “ECB Bancorp”), the holding company for Everett Co-operative Bank (the “Bank”), announced today that it has completed its initial public offering in connection with the Bank’s conversion from the mutual form of organization to the stock form of organization, effective July 27, 2022. The Company sold 8,915,247 shares of common stock, which includes 734,020 shares sold to the Bank’s Employee Stock Ownership Plan, for gross offering proceeds (before deducting offering expenses) of approximately $89.2 million based on the offering price of $10.00 per share. The shares of the Company’s common stock sold in the offering are expected to begin trading on the Nasdaq Capital Market on July 28, 2022 under the symbol “ECBK.”

Purchasers may confirm their allocations online at https://allocations.kbw.com or by contacting the Stock Information Center at (877) 821-5783 between 10:00 a.m. and 4:00 p.m., Eastern time, Monday through Friday, except on bank holidays.

ECB Bancorp’s transfer agent, Continental Stock Transfer & Trust Company, expects to mail Direct Registration System Book-Entry statements for shares purchased in the subscription offering and interest checks on or about July 28, 2022.

Luse Gorman, PC has acted as legal counsel to ECB Bancorp and Everett Co-operative Bank. Keefe, Bruyette & Woods, Inc., a Stifel Company, has acted as marketing agent for ECB Bancorp in connection with the offering, and Nutter McClennen & Fish LLP has acted as legal counsel to Keefe, Bruyette & Woods, Inc., a Stifel Company.

Legal Disclosures

The shares of common stock of ECB Bancorp, Inc. are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation, the Massachusetts Depositors Insurance Fund or any other government agency.

Forward-Looking Statements

This press release contains certain forward-looking statements about the conversion and stock offering. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or words of similar import. Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include unforeseen delays in delivering Direct Registration System Book-Entry statements or interest checks; and/or delays in the start of trading due to market disruptions or otherwise.