Fifth District Bancorp, Inc 8-K, filed Jul 25, 2024
Fifth District Bancorp, Inc. (FDSB)
8-K
2024-07-25
For: 2024-07-25
View Original
Added on
April 11, 2026
About this 8-K
Fifth District Bancorp, Inc filed this 8-K on July 25, 2024.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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 25, 2024
(Exact Name of Registrant as Specified in its 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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(504 ) 362-7544
(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:
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.
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 July 25, 2024, Fifth District Bancorp, Inc. (the “Company”), the proposed holding company for Fifth District
Savings Bank (the “Bank”), issued a press release announcing that the Bank’s proposed conversion from the mutual form of organization to the stock form of organization and the Company’s related initial public offering is expected to close on July 31,
2024. The Company’s common stock is expected begin trading on the Nasdaq Capital Market on August 1, 2024, under the trading symbol “FDSB”. For further
information, reference is made to the press release dated July 25, 2024, which is attached hereto as Exhibit 99 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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Press release dated July 25, 2024
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104
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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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FIFTH DISTRICT BANCORP, INC.
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Date: July 25, 2024
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By:
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/s/ Brian W. North
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Brian W. North
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President and Chief Executive Officer
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Exhibit 99.1
*PRESS RELEASE*
Contact:
Brian W. North
President and Chief Executive Officer
(504) 362-7544
Fifth District Bancorp, Inc. Announces Expected Closing Date of Initial Public Offering
New Orleans, LA; July 25, 2024 – Fifth District Bancorp, Inc. (the “Company”), the proposed holding company for Fifth District Savings Bank
(the “Bank”), announced today that all regulatory approvals have been received to complete the Bank’s conversion from the mutual form of organization to the stock form of organization and the Company’s related initial public offering. The Bank’s
members approved the transaction at a Special Meeting of Members held on June 27, 2024.
The transaction is expected to close on July 31, 2024. The
Company’s common stock is expected to begin trading on the Nasdaq Capital Market on August 1, 2024, under the trading symbol “FDSB”.
The Company intends to sell 5,459,473 shares of common stock,
which includes 444,758 shares to be sold to the Bank’s Employee Stock Ownership Plan, for gross offering proceeds (before deducting offering expenses) of approximately $54.6 million based on the offering price of $10.00 per share. The Company also
intends to issue 100,000 shares of common stock to The Fifth District Community Foundation, Inc. The Company expects to have 5,559,473 shares of common stock issued and outstanding upon the closing of the transaction.
The Company conducted a Subscription Offering and a Community
Offering, which closed on June 18, 2024 and July 8, 2024, respectively. Because the stock offering was not oversubscribed, the Company intends to fill all valid stock orders according to the purchase limitations disclosed in the Company’s
Prospectus dated May 10, 2024, as supplemented by the Prospectus Supplement dated June 25, 2024. Subscribers wishing to confirm their stock orders may do so by contacting the Stock Information Center at (504) 363-6530. The Stock Information Center is open between 9:00 a.m. and 4:00 p.m., Central time, Monday through Friday, except on bank holidays.
The Company’s transfer agent, Pacific Stock Transfer Company, plans to mail Direct Registration System (“DRS”) Book-Entry statements for
the shares purchased in the stock offering, and interest checks, on or about August 1, 2024.
Luse Gorman, PC is acting as legal counsel to the Company and the Bank. Performance Trust Capital Partners, LLC has acted as marketing
agent for the Company in connection with the stock offering, and Nelson Mullins Riley & Scarborough LLP is acting as legal counsel to Performance Trust Capital Partners, LLC.
Legal Disclosures
The shares of common stock are not savings accounts or savings deposits and are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency.
Forward-Looking Statements Disclosures
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 delays in closing the conversion and stock offering; possible unforeseen delays in delivering DRS Book-Entry statements or interest checks; and/or delays in the start of trading due to market disruptions or
otherwise.