8-K
LANDMARK BANCORP INC (LARK)
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
Dateof Report (Date of earliest event reported) October 1, 2022
LandmarkBancorp, Inc.
(Exactname of registrant as specified in its charter)
Commission
File Number: 000-33203
| Delaware | 43-1930755 |
|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (I.R.S. Employer<br><br> <br>Identification Number) |
701Poyntz
Manhattan,Kansas 66502
(Addressof principal executive offices, including zip code)
(785)565-2000
(Registrant’stelephone number, including area code)
N/A
(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 Par Value | LARK | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
Item8.01. Other Items
On October 1, 2022, Landmark Bancorp, Inc., a Delaware corporation (“Landmark”), completed its acquisition of Freedom Bancshares, Inc., a Kansas corporation (“Freedom”) and the holding company for Freedom Bank (the “Merger”). The Merger was completed pursuant to an Agreement and Plan of Merger, dated June 28, 2022, among Landmark, LARK Investment Corporation, a Delaware corporation and wholly-owned subsidiary of Landmark, and Freedom (the “Merger Agreement”). A copy of the Merger Agreement is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 28, 2022.
On October 4, 2022, Landmark issued a press release announcing the closing of the Merger. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item9.01. Financial Statements and Exhibits
(d)Exhibits
| 99.1 | Press Release, dated as of October 4, 2022 |
|---|---|
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| LANDMARK BANCORP, INC | ||
|---|---|---|
| Dated: October 4, 2022 | By: | /s/ Mark A. Herpich |
| Mark A. Herpich | ||
| Chief Financial Officer |
Exhibit99.1
PRESSRELEASE
| FOR<br> IMMEDIATE RELEASE | FOR<br> FURTHER INFORMATION CONTACT: |
|---|---|
| October<br> 4, 2022 | Landmark<br> Bancorp, Inc.<br><br> <br>Landmark<br> National Bank |
| Michael<br> E. Scheopner, President and CEO | |
| (785)<br>565-2000 |
LandmarkBancorp, Inc. Completes Acquisition of Freedom Bancshares, Inc.
(Manhattan, KS, October 4, 2022) Landmark Bancorp, Inc. (Nasdaq: LARK) (“Landmark”), the holding company of Landmark National Bank, announced today that it has completed its acquisition of Freedom Bancshares, Inc. (“Freedom”), the holding company of Freedom Bank, which has total loans and deposits of approximately $117 million and $150 million, respectively. As a result of the merger, which was completed prior to the opening of business on October 1, 2022, Landmark now has total assets of approximately $1.5 billion and total deposits of approximately $1.3 billion with 31 branches in 24 communities across Kansas, including Freedom’s former headquarters location in Overland Park, Kansas.
“We are extremely gratified by the strong support and collaboration of our shareholders, customers, management and associates throughout this process,” commented Michael E. Scheopner, Landmark’s President and CEO. “Now that the merger is completed, we look forward to incorporating Freedom Bank’s successful operations and personnel into Landmark National Bank’s existing footprint across Kansas. We will continue to provide all of our customers, including those joining us through this acquisition, with a customer-friendly partner focused on providing a wide range of valuable Landmark products and services.”
The combined company is operating under the name “Landmark Bancorp, Inc.” and will continue to list its common stock on the Nasdaq Global Select Market and trade under the symbol LARK. Principal offices of Landmark will remain at 701 Poyntz Avenue, Manhattan, Kansas 66502.
Cummings & Company, LLC acted as financial advisor and Barack Ferrazzano Kirshbaum & Nagelberg LLP served as legal counsel to Landmark. Olsen Palmer LLC acted as financial advisor and Fenimore Kay Harrison LLP served as legal counsel to Freedom.
AboutLandmark
Landmark Bancorp, Inc., the holding company for Landmark National Bank, is listed on the Nasdaq Global Market under the symbol “LARK.” Headquartered in Manhattan, Kansas, Landmark National Bank is a community banking organization dedicated to providing quality financial and banking services. Landmark National Bank has approximately $1.5 billion in assets and operates out of 31 locations in 24 communities across Kansas: Manhattan (2), Auburn, Dodge City (2), Fort Scott (2), Garden City, Great Bend (2), Hoisington, Iola, Junction City, Kincaid, La Crosse, Lawrence (2), Lenexa, Louisburg, Mound City, Osage City, Osawatomie, Overland Park (2), Paola, Pittsburg, Prairie Village, Topeka (2), Wamego, and Wellsville, Kansas. Visit www.banklandmark.com for more information.
SpecialNote Concerning Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of Landmark. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this press release, including forward-looking statements, speak only as of the date they are made, and Landmark undertakes no obligation to update any statement in light of new information or future events. A number of factors, many of which are beyond our ability to control or predict, could cause actual results to differ materially from those in our forward-looking statements. These factors include, among others, the following: (i) the effects of the COVID-19 pandemic, including its effects on the economic environment, our customers and operations, as well as changes to federal, state or local government laws, regulations or orders in connection with the pandemic; (ii) the strength of the local, national and international economies; (iii) changes in state and federal laws, regulations and governmental policies concerning banking, securities, consumer protection, insurance, monetary, trade and tax matters; (iv) changes in interest rates and prepayment rates of our assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) timely development and acceptance of new products and services; (vii) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (viii) our risk management framework; (ix) interruptions in information technology and telecommunications systems and third-party services; (x) changes and uncertainty in benchmark interest rates, including the elimination of LIBOR and the development of a substitute; (xi) the effects of severe weather, natural disasters, widespread disease or pandemics, or other external events; (xii) the loss of key executives or employees; (xiii) changes in consumer spending; (xiv) integration of acquired businesses; (xv) unexpected outcomes of existing or new litigation; (xvi) changes in accounting policies and practices, such as the implementation of the current expected credit losses accounting standard; (xvii) the economic impact of armed conflict or terrorist acts involving the United States; (xviii) the ability to manage credit risk, forecast loan losses and maintain an adequate allowance for loan losses; (xix) declines in the value of our investment portfolio; (xx) the ability to raise additional capital; (xxi) cyber-attacks; (xxii) declines in real estate values; (xxiii) the effects of fraud on the part of our employees, customers, vendors or counterparties; and (xxiv) any other risks described in the “Risk Factors” sections of reports filed by Landmark with the Securities and Exchange Commission. These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Additional information concerning Landmark and its business, including additional risk factors that could materially affect Landmark’s financial results, is included in our filings with the Securities and Exchange Commission.