UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
Effective as of October 1, 2022 (the “Closing Date”), MVB Bank, Inc. (the “Bank”) the wholly-owned subsidiary of MVB Financial Corp. (“MVB”), completed the purchase of 3,748,392.93 Class B Common Units (the “MVB Investment”) of Warp Speed Holdings LLC, (“Warp Speed”), pursuant to the terms of the Equity Purchase Agreement between the Bank and Warp Speed dated March 13, 2022, as thereby assigned by the Bank to MVB effective as of April 28, 2022 (as assigned, the “Purchase Agreement”). Immediately prior to the closing of the MVB Investment, the pre-closing members of Warp Speed contributed to Warp Speed all of their equity interests in certain entities under common control of the sellers specified in the Purchase Agreement, in exchange for equity interests in Warp Speed (the “Put-Together Transaction”). As of the Closing Date, Warp Speed serves as a holding company for the entities contributed in the Put-Together Transaction.
On October 3, 2022, MVB filed a Current Report on Form 8-K to report the closing of the MVB Investment. In that filing MVB reported that it would amend the Form 8-K at a later date to provide certain financial information required by Item 9.01 of Form 8-K. This amendment is being filed to provide the financial information required by Item 9.01.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
The audited financial statements of CalCon Mutual Mortgage LLC (“CalCon”) for the year ended December 31, 2021 are filed herewith as Exhibit 99.1 and incorporated herein by reference.
The unaudited financial statements of CalCon for the nine months ended September 30, 2022 are filed herewith as Exhibit 99.2 and incorporated herein by reference.
The audited consolidated financial statements of OneTrust International LLC (“OneTrust”) for the year ended December 31, 2021 are filed herewith as Exhibit 99.3 and incorporated herein by reference.
The unaudited financial statements of OneTrust for the nine months ended September 30, 2022 are filed herewith as Exhibit 99.4 and incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma consolidated financial statements of MVB as of and for the nine months ended September 30, 2022 and the unaudited pro forma consolidated financial statements for the year ended December 31, 2021, after giving effect to the MVB Investment, are filed herewith as Exhibit 99.5 and incorporated herein by reference.
(d) Exhibits
| 99.3 | Audited financial statements of OneTrust for the year ended December 31, 2021. | |
| 99.4 | Unaudited financial statements of OneTrust for the nine months ended September 30, 2022. | |
| 99.5 | Unaudited pro forma consolidated financial statements of MVB as of and for the nine months ended September 30, 2022 and the unaudited pro forma consolidated financial statements for the year ended December 31, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized.
| MVB FINANCIAL CORP. | ||||||
| Date: December 15, 2022 | By: | /s/ Donald T. Robinson | ||||
| Donald T. Robinson | ||||||
| President and Chief Financial Officer | ||||||