DEFA14A 1 pnbk20211118_defa14a.htm FORM DEFA14A pnbk20211118_defa14a.htm

 


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): November 17, 2021

 


Patriot National Bancorp, Inc.

(Exact name of registrant as specified in its charter)  

 


Connecticut

(State or other jurisdiction

of incorporation)

 

000-29599

(Commission

File Number)

 

06-1559137

(IRS Employer

Identification No.)

   

900 Bedford Street, Stamford, CT

(Address of principal executive offices)

 

06901

(Zip Code)

 

Registrants telephone number, including area code (203) 252-5900

 

Not Applicable

(Former name or former address, if changed since last report)  

 


Check the appropriate box below if the Form 8-K 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

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

 

PNBK

 

NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 1.01         Entry into a Material Definitive Agreement.

 

Effective as of November 17, 2021, Patriot National Bancorp, Inc., a Connecticut corporation (“PNBK”), amended and restated 7% Senior Notes Due 2021 (the “Notes”) to extend the maturity of the Notes to June 30, 2022 and to permit the redemption of the Notes by PNBK without any penalty or premium (the “Amended Notes”).

 

The foregoing description of the Amended Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the form of an Amended Note, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

 

Item 2.03         Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 above is incorporated by reference in this Item 2.03.

 

Item 8.01         Other Events.

 

On November 19, 2021, PNBK issued a press release announcing the amendment and restatement of the Notes. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01         Financial Statements and Exhibits

 

Exhibit          

No.

 

Description

4.1

 

Form of 7% Senior Note due 2022

99.1

 

Press Release, dated November 19, 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 report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

PATRIOT NATIONAL BANCORP, INC.

 

 

Date: November 19, 2021

 

     By:

 

/s/ Joseph D. Perillo

       

Joseph D. Perillo

       

Executive Vice President and Chief Financial Officer