8-K
Monroe Federal Bancorp, Inc. (MFBI)
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): October 23, 2024
Monroe Federal Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 000-56702 | 99-3587922 | |
|---|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | |
| 24 East Main Street, Tipp City, Ohio | 45371 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
(937) 667-8461
(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:
| ☐ | 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:
| NA | NA | NA |
|---|---|---|
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
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.
Effective October 23, 2024, Monroe Federal Bancorp, Inc. (the “Company”), the holding company for Monroe Federal Savings and Loan Association (the “Association”), completed its initial public offering in connection with the Association’s conversion from the mutual form of organization to the stock form of organization. The Company’s common stock is expected to be quoted on the OTCQB Market operated by the OTC Markets Group beginning on or about October 24, 2024 (ticker symbol “MFBI”). For further information, reference is made to the press release dated October 23, 2024, which is attached hereto as Exhibit 99 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
| 99 | Press Release dated October 23, 2024 |
|---|---|
| 104 | Cover Page Interactive Data File (Embedded within 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.
| MONROE FEDERAL BANCORP, INC. | ||
|---|---|---|
| DATE: December 23, 2023 | By: | /s/ Lewis R. Renollet |
| Lewis R. Renollet<br><br> <br>President and Chief Executive Officer |
EXHIBIT 99
*PRESS RELEASE*
Contact:
Lewis R. Renollet
President and Chief Executive Officer
(937) 667-8461
Monroe Federal Bancorp, Inc. Completes Initial Public Offering
Tipp City, OH; October 23, 2024 – Monroe Federal Bancorp, Inc. (the “Company”), the holding company for Monroe Federal Savings and Loan Association (the “Association”), has completed its initial public offering in connection with the Association’s conversion from the mutual form of organization to the stock form of organization, effective today. The Company sold 526,438 shares of common stock, which includes 36,851 shares sold to the Association’s Employee Stock Ownership Plan, for gross offering proceeds (before deducting offering expenses) of approximately $5.3 million based on the offering price of $10.00 per share. The Company has 526,438 shares of common stock issued and outstanding.
The Company’s common stock is expected to be quoted on the OTCQB Market operated by the OTC Markets Group beginning on or about October 24, 2024 (ticker symbol MFBI).
Subscribers wishing to confirm their stock purchases may do so by contacting the Stock Information Center at (312) 521-1603. The Stock Information Center is open between 10:00 a.m. and 5:00 p.m., Eastern 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 October 23, 2024. Persons wishing to contact Pacific Stock Transfer Company may do so by phone at (702) 361-3033 or via email to info@pacificstocktransfer.com.
Luse Gorman, PC served as legal counsel to the Company and the Association. Performance Trust Capital Partners, LLC acted as marketing agent for the Company in connection with the stock offering, and Kilpatrick Townsend & Stockton LLP served 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 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.