FSEA 8-K
First Seacoast Bancorp, Inc. (FSEA)
8-K
2023-01-19
For: 2023-01-19
View Original
Added on
April 06, 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): January 19, 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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, ,
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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: (603 ) 742-4680
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) |
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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 (§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 January 19, 2023, First Seacoast Bancorp, Inc. (the “Company”) issued a press release to announce the closing of the conversion of First
Seacoast Bancorp, MHC from mutual to stock form and the related stock offering by the Company. For additional information, refer to the press release dated January 19, 2023, which is filed as Exhibit 99.1 hereto 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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| 99.1 |
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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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FIRST SEACOAST BANCORP, INC.
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DATE: January 19, 2023
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By:
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/s/ James R. Brannen |
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James R. Brannen
President and Chief Executive Officer
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EXHIBIT 99.1
PRESS RELEASE
Contact:
James R. Brannen
President and Chief Executive Officer
First Seacoast Bancorp
(603) 742-4680
First Seacoast Bancorp, Inc. Announces Closing of Conversion Transaction
Dover, NH; January 19, 2023 – First Seacoast Bancorp, Inc.
(Nasdaq: FSEA), the new holding company for First Seacoast Bank, announced that the conversion of First Seacoast Bancorp, MHC from mutual to stock form and the related stock offering by First Seacoast Bancorp, Inc. closed following the close of
business today. First Seacoast Bancorp, Inc.’s common stock is expected to begin trading on the Nasdaq Capital Market under the trading symbol “FSEA” on January 20, 2023.
As a result of the subscription offering, the community offering and the syndicated community offering, First Seacoast Bancorp, Inc. sold a
total of 2,805,000 shares of its common stock at a price of $10.00 per share, which includes 224,400 shares sold to First Seacoast Bank’s Employee Stock Ownership Plan.
First Seacoast Bancorp, Inc.’s transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), expects to mail Direct
Registration System (“DRS”) Book-Entry statements for shares purchased in the subscription offering and the community offering, and applicable interest checks, on or about January 20, 2023.
As part of the conversion transaction, each outstanding share of First Seacoast Bancorp common stock owned by the public stockholders of
First Seacoast Bancorp (stockholders other than First Seacoast Bancorp, MHC) as of the closing date was converted into shares of First Seacoast Bancorp, Inc. common stock based on an exchange ratio of 0.8358 shares of First Seacoast Bancorp, Inc.
common stock for each share of First Seacoast Bancorp common stock. Cash was issued in lieu of a fractional share of First Seacoast Bancorp, Inc. common stock based on the offering price of $10.00 per share.
AST expects to mail DRS Book-Entry statements for shares of First Seacoast Bancorp, Inc. common stock issued in exchange for shares of
First Seacoast Bancorp common stock, plus checks for cash paid in lieu of fractional shares, on or about January 20, 2023. First Seacoast Bancorp stockholders who hold their shares in street name through a broker will receive their shares of First
Seacoast Bancorp, Inc. common stock and cash in lieu of fractional shares within their accounts automatically.
Upon the completion of the conversion transaction, First Seacoast Bancorp, Inc. has approximately 5,077,492 shares of common stock
outstanding before adjustment for fractional shares.
Luse Gorman, PC acted as legal counsel to the First Seacoast Bancorp, Inc. and First Seacoast Bancorp. Keefe, Bruyette & Woods, Inc.,
a Stifel Company, acted as marketing agent for First Seacoast Bancorp, Inc. in the subscription offering and the community offering and as sole manager in the syndicated community offering. Breyer & Associates PC acted as legal counsel to Keefe,
Bruyette & Woods, Inc., a Stifel Company.
About First Seacoast Bank
First Seacoast Bank is a federally-chartered stock savings bank serving the financial needs of
residents of the Seacoast region of New Hampshire. First Seacoast Bank operates four full-service offices in Strafford County, New Hampshire, and one full-service office in Rockingham County, New Hampshire.
Forward-Looking Statements
This press release contains certain forward-looking statements about the reorganization and subscription 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,” or “may.” 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 possible unforeseen delays in delivering DRS Book-Entry statements or refund and interest checks; and/or delays in the start of trading due to market disruptions or otherwise.
Legal Disclosures
The shares of common stock of First Seacoast Bancorp, Inc. are not savings accounts or deposit accounts and are not
insured by the Federal Deposit Insurance Corporation or by any other governmental agency.
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