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): September 10, 2020

 

 

 

MainStreet Bancshares, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Virginia		001-38817		81-2871064
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10089 Fairfax Boulevard, Fairfax, VA (Address of Principal Executive Offices)		22030
		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 481-4567

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 Instructions 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)

 

☐	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 Symbol(s)		Name of each exchange on which registered
Common Stock		MNSB		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 8.01

Other Events.

On September 10, 2010, MainStreet Bancshares, Inc. (the “Company”) announced the pricing of its underwritten public offering (the “Offering”) of 1,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of the Company’s 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share, with a liquidation preference of $1,000 per share (equivalent to $25 per Depositary Share).

A copy of the press release announcing the pricing of the Offering is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press Release dated September 10, 2020.

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.

 

				MAINSTREET BANCSHARES, INC.
Date: September 10, 2020				By:		/s/Jeff W. Dick
						Jeff W. Dick
						Chairman and Chief Executive Officer

Exhibit 99.1

MAINSTREET BANCSHARES, INC. ANNOUNCES PRICING OF OFFERING OF SERIES A PREFERRED STOCK DEPOSITARY SHARES

Fairfax, Virginia — September 10, 2020 — MainStreet Bancshares, Inc. (Nasdaq: MNSB) (the “Company”) announced the pricing of its underwritten public offering (the “Offering”) of 1,000,000 depositary shares, each of which represents a 1/40th interest in a share of its 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, $1,000 liquidation preference per share (equivalent to $25.00 per depositary share), for gross proceeds of $25,000,000 million. Net proceeds to the Company, after deducting the underwriting discount but before deducting estimated offering expenses and fees payable by the Company, are expected to be $24,212,500 million. The Company has granted the underwriters an option to purchase up to an additional 150,000 depositary shares at the public offering price, less the underwriting discounts and commissions.

The Company expects to close the Offering, subject to customary conditions, on or about September 15, 2020. We have filed an application to list the depositary shares on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MNSBP”. If the application is approved, trading of the depositary shares on Nasdaq is expected to begin within 30 days after the closing date.

B. Riley FBR, Boenning & Scattergood, D.A. Davidson & Co. and Janney Montgomery Scott are serving as joint book-running managers for the Offering.

The Company intends to use the net proceeds from this Offering for general corporate purposes, which may include repurchases of outstanding common stock, working capital and the funding of organic growth of MainStreet, or potential acquisitions.

The depositary shares are being offered pursuant to an effective shelf registration statement (File No. 333-241000) the Company filed with the Securities and Exchange Commission (the “SEC”), which became effective on August 24, 2020, and only by means of a prospectus supplement and accompanying prospectus. Prospective investors should read the final prospectus supplement and the accompanying prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the Offering. Copies of these documents are available at no charge by visiting the SEC’s website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus related to the Offering may be obtained by contacting B. Riley Securities, Inc., Attn: Prospectus Department, by emailing prospectuses@brileyfbr.com, or by calling (703) 312-9580, and Boenning & Scattergood, by emailing syndicate@boenninginc.com, or by calling (610) 832-5225.

No Offer or Solicitation

This press release does not constitute an offer to sell, a solicitation of an offer to sell or the solicitation of an offer to buy any securities. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirement of Section 10 of the Securities Act of 1933, as amended.

About MainStreet Bancshares, Inc.

MainStreet Bancshares, Inc. (Nasdaq: MNSB) is a commercial bank holding company headquartered in Fairfax, Virginia. Our bank subsidiary, MainStreet Bank, is a community bank focused on serving the borrowing, cash management, payment services and depository needs of small to medium-sized businesses and professional practices and retail customers. Our products and services include business and consumer checking, premium interest-bearing checking, business account analysis, savings, certificates of deposit and other depository services, as well as a broad array of commercial, real estate and consumer loans. We service Northern Virginia as well as the greater Washington, D.C. metropolitan area with seven Bank branches, located in Herndon, Fairfax, Fairfax City, McLean, Clarendon, and Leesburg, Virginia, and one in Washington, D.C.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that such statements are predictions and that actual events or results may differ materially. The Company’s expected financial results or other plans are subject to a number of risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and the forward-looking statement disclosure contained in the Company’s Annual Report on Form 10-K, filed with the SEC on March 23, 2020 and its Quarterly Report on Form 10-Q, filed with the SEC on August 12, 2020. Forward-looking statements speak only as of the date made and the Company undertakes no duty to update the information.

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10089 Fairfax Boulevard, Fairfax, Virginia | 703.481.4567 | www.mstreetbank.com

MainStreet Bancshares, Inc.