false 0001098146 0001098146 2025-06-03 2025-06-03

 

 

 

 

 

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

 

(Exact name of registrant as specified in its charter)

 

 

(Address of Principal Executive Offices) (Zip Code)

 

(Registrant's telephone number, including area code)

 

(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:

 

 

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

 

 

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. ☐

 

 

 

 

Patriot National Bancorp, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”), dated as of June 3, 2025, with certain accredited investors named therein (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”) an aggregate of 8,524,160 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share. The Shares will be sold to the Investors at a price per share of $1.25 per Share. The net proceeds from the Offering, after deducting estimated offering expenses, are expected to be approximately $10.47 million.

 

The Company intends to use the proceeds of this Offering for general corporate purposes, which may include capital expenditures, working capital and general and administrative expenses.

 

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, and customary conditions to closing. No underwriter or placement agent participated in the Offering.

 

The Shares are being offered and sold pursuant to a prospectus supplement dated June 4, 2025 and an accompanying base prospectus that form a part of the registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission, which became effective on May 22, 2025 (File No. 333-287283). The closing of the Offering is expected to take place on or about June 5, 2025, subject to the satisfaction of customary closing conditions.

 

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of this document, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, and incorporated by reference herein. A copy of the opinion of Robinson & Cole LLP, relating to the Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.

 

 

 

(d) Exhibits.

 

 

 

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company’s plans, objectives, goals, strategies, business plans, future events or performance. Words such as “anticipates," “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “targets,” “designed,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements.

 

Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding its business, plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Many possible events or factors could affect the Company’s future financial results and performance and could cause its actual results, performance or achievements to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others: risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions related to the Offering and other risks as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the Securities and Exchange Commission.

 

Given these factors, you should not place undue reliance on these forward-looking statements. All information set forth in this Current Report on Form 8-K is as of the date of this Form 8-K. The Company undertakes no duty or obligation to update any forward-looking statements contained in this Form 8-K, whether as a result of new information, future events or changes in its expectations or otherwise, except as may be required by applicable law.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.