8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): June 22, 2023

LINKBANCORP, Inc.

(Exact name of Registrant as Specified in Its Charter)

Pennsylvania	001-41505	82-5130531
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
1250 Camp Hill Bypass, Suite 202
Camp Hill, Pennsylvania		17011
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: 855 569-2265
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Not Applicable
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(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:

☐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)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	LNKB	The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 22, 2023, LINKBANCORP, Inc. (“LINK”) held a Special Meeting of Shareholders (the “Meeting”). The voting results from the Meeting as to the proposals presented to shareholders were as follows:

PROPOSAL 1: A proposal to approve the Agreement and Plan of Merger, dated as of February 22, 2023, by and between LINK and Partners Bancorp (“Partners”), and the transactions contemplated by that agreement, pursuant to which Partners will merge with and into LINK, as more fully described in the joint proxy statement/prospectus (the “LINK merger proposal”).

	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	10,985,979	36,282	4,513	-

PROPOSAL 2: A proposal to approve an amendment to LINK’s Articles of Incorporation to increase LINK’s authorized shares of common stock by 25 million to 50 million (the “LINK charter amendment proposal”).

	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	10,994,700	23,093	8,981	-

Both proposals were approved by LINK shareholders. In connection with the Meeting, LINK also solicited proxies with respect to a proposal to adjourn the Meeting, if necessary or appropriate, in the event there were not sufficient votes in favor of the LINK merger proposal or the LINK charter amendment proposal at the time of the Meeting. Because the shareholders approved the LINK merger proposal and the LINK charter amendment proposal at the Meeting, the adjournment proposal was not submitted to the shareholders.

Item 8.01 Other Events

On June 22, 2023, LINK and Partners issued a joint press release announcing that, at special meetings of their respective shareholders held on June 22, 2023, LINK and Partners shareholders approved the merger of Partners with and into LINK, with LINK as the surviving corporation pursuant to the Agreement and Plan of Merger, dated as of February 22, 2023 by and between LINK and Partners. The closing of the proposed merger remains subject to regulatory approvals and certain other customary closing conditions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired. None.
(b)	Pro forma financial information. None.
(c)	Shell company transactions. None.
(d)	Exhibits.
	99.1 Press release dated June 22, 2023
	104 Cover Page Interactive Data File (embedded in the cover page formatted in 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.
Date:	June 22, 2023	By:	/s/ Carl D. Lundblad
			Carl D. Lundblad<br>President

EX-99.1

Exhibit 99.1

LINKBANCORP, Inc. and Partners Bancorp Announce Receipt of Shareholder Approvals for Merger of Equals

CAMP HILL, Pa. and SALISBURY, Md. – June 22, 2023 – LINKBANCORP, Inc. (“LINK”) (NASDAQ: LNKB), parent company of LINKBANK, and Partners Bancorp (“Partners”) (NASDAQ: PTRS), a financial services company with two wholly-owned operating subsidiaries, The Bank of Delmarva and Virginia Partners Bank, announced today that at special meetings of their respective shareholders held on June 22, 2023, LINK and Partners shareholders approved the merger of Partners with and into LINK, with LINK as the surviving corporation pursuant to the Agreement and Plan of Merger, dated as of February 22, 2023 by and between LINK and Partners. The closing of the proposed merger remains subject to regulatory approvals and certain other customary closing conditions.

Andrew S. Samuel, CEO and Vice Chairman of LINKBANCORP said, “We are grateful for the strong support of our shareholders, affirming the strategic significance of combining LINK and Partners in a transformational partnership to create a leading Mid-Atlantic community banking franchise. Together we will build on our shared heritage in community banking while providing greater strength, size, and stability to serve local communities, and to generate greater profitability and returns for our shareholders.”

John W. Breda, President, CEO, and Director of Partners Bancorp said, “With this milestone, we are one step closer to creating a partnership that will benefit all stakeholders, including the communities we serve. We are excited about what the future holds for the combined company.”

The final voting results on the proposals voted on at the special meetings will be set forth in the companies’ separate Form 8-Ks filed with the U.S. Securities and Exchange Commission after certification by each company’s inspector of election.

About LINKBANCORP, Inc.

LINKBANCORP, Inc. was formed in 2018 with a mission to positively impact lives through community banking. Its subsidiary bank, LINKBANK, is a Pennsylvania state-chartered bank serving individuals, families, nonprofits and business clients throughout Central and Southeastern Pennsylvania through 10 client solutions centers and www.linkbank.com. LINKBANCORP, Inc. common stock is traded on the Nasdaq Capital Market under the symbol "LNKB". For further company information, visit ir.linkbancorp.com.

About Partners Bancorp

Partners Bancorp is the holding company for The Bank of Delmarva and Virginia Partners Bank. The Bank of Delmarva commenced operations in 1896. The Bank of Delmarva’s main office is in Seaford, Delaware and it conducts full service commercial banking through eleven branch locations in Maryland and Delaware, and three branches, operating under the name Liberty Bell Bank, in the South Jersey/Philadelphia metro market. The Bank of Delmarva focuses on serving its local communities, knowing its customers and providing superior customer service. Virginia Partners Bank, headquartered in Fredericksburg, Virginia, was founded in 2008 and has three branches in Fredericksburg, Virginia and operates a full service branch and commercial banking office in Reston, Virginia. In Maryland, Virginia Partners Bank trades under the name Maryland Partners Bank (a division of Virginia Partners Bank), and operates a full service branch and commercial banking office in La Plata, Maryland and a Loan Production Office in Annapolis, Maryland. Virginia Partners Bank also owns a controlling stake in Johnson Mortgage Company, LLC, which is a residential mortgage company headquartered in Newport News, Virginia, with branch offices in Fredericksburg and Williamsburg, Virginia. For more information, visit www.partnersbancorp.com, www.bankofdelmarvahb.com and www.vapartnersbank.com.

LINKBANCORP, Inc. Contact
Nicole Ulmer
Corporate and Investor Relations Officer
717-803-8895
nulmer@LINKBANK.com
Partners Bancorp Contact
John W. Breda
President, CEO, and Director
410-548-1100 (ext. 10233)
jbreda@bankofdelmarva.com

FORWARD-LOOKING STATEMENTS

This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the beliefs, goals, intentions, and expectations of LINK and Partners regarding the proposed transaction; the expected timing of completion of the proposed transaction; and other statements that are not historical facts.

Forward‐looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “will,” “should,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.

Additionally, forward‐looking statements speak only as of the date they are made; LINK and Partners do not assume any duty, and do not undertake, to update such forward‐looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward‐looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such forward-looking statements as a result of a variety of factors, many of which are beyond the control of LINK and Partners. Such statements are based upon the current beliefs and expectations of the management of LINK and Partners and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between LINK and Partners; the outcome of any legal proceedings that may be instituted against LINK or Partners; the possibility that the proposed transaction will not close when expected or at all because required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of LINK and Partners to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where LINK and Partners do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate Partners’ operations and those of LINK; such integration may be more difficult, time-consuming or costly than expected; revenues following the proposed transaction may be lower than expected; LINK’s and Partners’ success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by LINK’s issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on the ability of LINK and Partners to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; and risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction and other factors that may affect future results of LINK and Partners; uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on LINK, Partners and the proposed transaction; and the other factors discussed in the “Risk Factors” section of each of LINK’s and Partners’ Annual Report on Form 10‐K for the year ended December 31, 2022, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of LINK’s and Partners’ Quarterly Report on Form 10‐Q for the quarter ended March 31, 2023, and other reports LINK and Partners file with the U.S. Securities and Exchange Commission.