UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
On September 17, 2021, LINKBANCORP, Inc. (“LINK”), completed its previously announced acquisition of GNB Financial Services, Inc. (“GNB”), effective as of September 18, 2021, pursuant to an Agreement and Plan of Merger, dated as of December 10, 2020 (the “Merger Agreement”), by and between LINK, LINKBANK, GNB and The Gratz Bank. Under the terms of the Merger Agreement, (i) GNB merged with and into LINK, with LINK being the surviving entity, and (ii) LINKBANK merged with and into The Gratz Bank, with The Gratz Bank being the surviving entity (the “Merger”).
On September 20, 2021, the Company filed a Current Report on Form 8-K reporting the completion of the Merger (the “Original Report”). This Amendment No. 1 to the Original Report is being filed with the Securities and Exchange Commission (the “Commission”) solely to amend and supplement Item 9.01 of the Original Report, as described in Item 9.01 below. This Amendment No. 1 makes no other amendments to the Original Report.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial statements of businesses acquired |
Pursuant to General Instruction B.3 of Form 8-K, the audited consolidated financial statements of GNB as of and for the years ended December 31, 2020 and 2019, including the independent auditor’s report, are not required to be filed again by this Current Report on Form 8-K, because substantially the same information was previously filed in the Company’s Registration Statement on Form S-4, as originally filed with the Commission on May 7, 2021 (File No. 333-255908) and as thereafter amended (the “Registration Statement”). Additionally, the unaudited consolidated balance sheet of GNB as of March 31, 2021 and the unaudited consolidated statements of operations and cash flows for the three months ended March 31, 2021 and 2020 are also included in the Registration Statement and, therefore, are not required to be filed again by this Current Report on Form 8-K.
| (b) | Pro forma financial information |
The unaudited pro forma combined financial information for the nine months ended September 30, 2021 and for the year ended December 31, 2020 is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 9.01(b).
| (c) | Shell company transactions. None. |
| (d) | Exhibits. |
The following exhibits are furnished with this report on Form 8-K:
| 99.1 | Unaudited Pro Forma Combined Financial Information for the nine months ended September 30, 2021 and for the year ended December 31, 2020. | |
| 104.1 | Cover Page Interactive Data File (formatted as inline XBRL) | |
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 thereunto duly authorized.
| LINKBANCORP, INC. | ||||||
| November 26, 2021 | ||||||
| By: | /s/ Carl D. Lundblad | |||||
| Carl D. Lundblad | ||||||
| President | ||||||