8-K

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): July 18, 2022

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)

Registrant’s 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 Agreement

The disclosure set forth below under item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 1.02          Termination of a Material Definitive Agreement

As previously announced, Patriot National Bancorp, Inc., a Connecticut corporation (“Patriot”) entered into a Merger Agreement, dated November 14, 2021, with American Challenger Development Corp. (“American Challenger”), as amended (the “Merger Agreement”). On July 18, 2022, Patriot and American Challenger entered into a Termination and Release Agreement (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Merger Agreement (the “Termination”).

The parties mutually determined that not all closing conditions of the Merger Agreement could be satisfied under the current structure and agreement. Although the parties remain in active discussions regarding a modified transaction, it is uncertain whether a new agreement can be reached. Accordingly, it was by mutual agreement of the companies and was unanimously approved by the Boards of Directors of each company to terminate the existing Merger Agreement. Pursuant to the Termination Agreement, the parties have agreed to release each other from any claims relating to or arising out of the Merger Agreement or the transactions contemplated thereby.

As a result of the Termination, the separate investment agreements entered in connection with the Merger Agreement with (i) Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Opportunities Fund XI Holdings (Delaware), L.P., (ii) AG Credit Solutions Master Fund II A, L.P., AG Credit Solutions Non ECI Master Fund, L.P., AG Potomac Fund, L.P., AG Capital Solutions SMA One, L.P., AG Cataloochee, L.P., and AG Centre Street Partnership, L.P., and (iii) Eagle Strait I LLC and Eagle Strait II LLC related to a private placement of approximately $540 million of (i) shares of Patriot voting and non-voting common stock, (ii) warrants to purchase shares of non-voting common stock of Patriot, and (iii) shares of preferred stock of Patriot Bank, National Association (Patriot’s wholly owned national bank subsidiary), were automatically terminated in accordance with their terms.

The foregoing description of the Termination and the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of the (i) Merger Agreement and the amendments thereto, which were previously filed by Patriot as (a) Exhibit 2.1 to Patriot’s Current Report on Form 8-K filed with the SEC on November 16, 2021, (b) Exhibit 2.1 to Patriot’s Current Report on Form 8-K filed with the SEC on February 3, 2022 and (c) Exhibit 2.1 to Patriot’s Current Report on Form 8-K filed with the SEC on March 1, 2022; and (ii) the Termination Agreement which is filed herewith as Exhibit 10.1, each of which is incorporated by reference herein.

Item 8.01          Other Events.

On July 20, 2022, Patriot issued a press release announcing the termination of the Merger Agreement. A copy of the press release 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

10.1 Termination and Release Agreement, dated July 18, 2022.

99.1 Press Letter, dated July 20, 2022.

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: July 21, 2022	By:	/s/ Joseph D. Perillo
		Joseph D. Perillo
		Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

MUTUAL TERMINATION AND RELEASE AGREEMENT

MUTUAL TERMINATION AND RELEASE AGREEMENT (this “Agreement”), dated as of July 18, 2022, by and between American Challenger Development Corp., a Delaware corporation (“American Challenger”) and Patriot National Bancorp, Inc., a Connecticut corporation (“PNBK”; and American Challenger and PNBK referred to individually, as a “Party” and collectively, as the “Parties”).

W I T N E S S E T H:

WHEREAS, American Challenger and PNBK have entered into that certain Agreement and Plan of Merger, dated as of November 14, 2021 (as amended, the “Merger Agreement”). Any capitalized term used but not otherwise defined herein shall have the meaning set forth in the Merger Agreement.

WHEREAS, Section 8.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Effective Time by mutual written consent of American Challenger and PNBK.

WHEREAS, the Boards of Directors of American Challenger and PNBK have determined that it is in the best interests of their respective companies and their respective shareholders to terminate the Merger Agreement in accordance with the terms hereof and to mutually release each other of any Claims (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

1.         American Challenger and PNBK hereto mutually agree to terminate the Merger Agreement, effective as of the execution of this Agreement, such agreement constituting the requisite mutual agreement and written consent required to terminate the Merger Agreement pursuant to Section 8.1(a) of the Merger Agreement and otherwise as may be required pursuant to applicable law.

2.         American Challenger and PNBK each agree that the Merger Agreement is hereby and forthwith void and without effect, and notwithstanding anything in the Merger Agreement (including Section 8.2 thereof) to the contrary, none of American Challenger, PNBK, any of their respective affiliates or any of the officers, directors, employees and shareholders of any of them shall have any liability of any nature whatsoever under the Merger Agreement or in connection with the transactions contemplated by the Merger Agreement or the termination thereof, except that Section 6.4(b) of the Merger Agreement and the Confidentiality Agreement shall survive such termination of the Merger Agreement.

3.         In consideration of the covenants, agreements and undertakings of the Parties under this Agreement, effective upon the execution of this Agreement each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, successors and assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Agreement relating to or arising out of the Merger Agreement or the transactions contemplated thereby, except for this Agreement and the Confidentiality Agreement (including Claims for breach of this Agreement and the Confidentiality Agreement); provided, however, that this Section 3 shall not under any circumstance be construed to limit the Parties’ respective rights or obligations under the Confidentiality Agreement, including the right of either Party to bring Claims for breach of the Confidentiality Agreement by the other Party. For the avoidance of doubt, and without limitation of the Confidentiality Agreement or the scope of the Evaluation Material, PBNK shall not, and shall cause its affiliates not to, use or disclose for any purpose the business plan submitted to the OCC by American Challenger Bank on November 17, 2020, which business plan was included in the OCC Application, and any materials incidental thereto, except as expressly permitted by the Confidentiality Agreement, and this Section 3 shall not under any circumstance be construed to limit American Challenger’s right to bring Claims for any breach of the Confidentiality Agreement or the foregoing obligation of PNBK.

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4.         PNBK will provide American Challenger with a draft of the press release announcing the termination of the Merger Agreement and a draft of the related report on Form 8-K and will reasonably take into consideration any comments American Challenger or its counsel may have on such drafts before publishing and/or filing such documents. Following the issuance of the press release and the filing of the Form 8-K, neither party shall make any public statements regarding the transactions contemplated by the Merger Agreement or the termination of the Merger Agreement, except (a) for statements that are consistent with those set forth in such press release and Form 8-K or (b) as required by applicable laws, statutes, rules, regulations, orders, policies and guidelines of any Governmental Entity with competent jurisdiction over the Parties, including any stock exchange or stock market regulatory bodies.

5.         Each Party hereby represents and warrants to the other Parties that, as applicable (a) such Party has full corporate power and authority to execute and deliver this Agreement, (b) the execution and delivery of this Agreement, the termination of the Merger Agreement and consummation of the other transactions contemplated hereby have been duly and validly approved by the Board of Directors of such Party, (c) no other corporate proceedings on the part of such Party are necessary to approve this Agreement or the termination of the Merger Agreement or to consummate the other transactions contemplated hereby and (d) this Agreement has been duly and validly executed and delivered by such Party (assuming due authorization, execution and delivery by the other Parties) and constitutes a valid and binding obligation of such Party, enforceable against such party in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions).

6.         This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties hereto and duly approved by the Parties’ respective Boards of Directors or a duly authorized committee thereof. Any agreement on the part of a Party hereto to any extension or waiver of the Agreement shall be valid only if set forth in a written instrument signed on behalf of such Party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

7.         The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of a provision of this Agreement. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “or” shall not be exclusive. As used herein, the term “person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature and an “affiliate” of a specified person is any person that directly or indirectly controls, is controlled by, or is under common control with, such specified person.

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8.         Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by American Challenger or PNBK (whether by operation of law or otherwise) without the prior written consent of the other (which may be withheld by such other party in its sole discretion). Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by American Challenger, PNBK and their respective successors and assigns. This Agreement (including the documents and instruments referred to herein) is not intended to confer upon any person other than the Parties hereto and all Releasees as third-party beneficiaries hereof, any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

9.         The provisions of Sections 9.5, 9.7, 9.8, 9.9, 9.10, 9.12, 9.13, 9.14 and 9.15 of the Merger Agreement are incorporated into, and shall apply to, this Agreement, mutatis mutandis.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

AMERICAN CHALLENGER DEVELOPMENT CORP.
By:	/s/ Felix Scherzer
	Name: Felix Scherzer
	Title: President

PATRIOT NATIONAL BANCORP, INC.
By:	/s/ Michael Carrazza
	Name: Michael Carrazza
	Title: Chairman

[Signature Page to Mutual Termination and Release Agreement]

EX-99.1

Exhibit 99.1

Patriot Bank Announces Termination of Merger Agreement with American Challenger

STAMFORD, Connecticut, Wednesday, July 20, 2022 (GLOBE NEWSWIRE), Patriot National Bancorp, Inc., a Connecticut corporation (“Patriot”), today announced the termination of the Merger Agreement, dated November 14, 2021, between Patriot and American Challenger Development Corp. (“American Challenger”), as amended (the “Merger Agreement”). The parties have mutually determined that not all closing conditions of the Merger Agreement can be satisfied under the current structure and agreement. Although the parties remain in active discussions regarding a modified transaction, it is uncertain whether a new agreement can be reached. Accordingly, it was by mutual agreement of the companies and was unanimously approved by the Boards of Directors of each company to terminate the existing Merger Agreement. Pursuant to the parties’ mutual termination and release agreement, the parties have agreed to release each other from any claims relating to or arising out of the Merger Agreement or the transactions contemplated thereby.

# # #

About Patriot National Bancorp, Inc.

Founded in 1994, and now celebrating its 28th year, Patriot National Bancorp, Inc. is the parent holding company of Patriot Bank N.A. (“Bank”), a nationally chartered bank headquartered in Stamford, CT. The Bank is headquartered in Stamford and operates 9 branch locations: in Scarsdale, NY; and Darien, Fairfield, Greenwich, Milford, Norwalk, Orange, Stamford, Westport, CT with Express Banking locations at Bridgeport/ Housatonic Community College, downtown New Haven and Trumbull at Westfield Mall. The Bank also maintains SBA lending offices in Stamford, Connecticut, Florida, Georgia, Mississippi, along with a Rhode Island operations center.

Patriot’s mission is to serve its local community and nationwide customer base by providing a growing array of banking solutions to meet the needs of individuals and small businesses owners. Patriot places great value in the integrity of its people and how it conducts business. An emphasis on building strong client relationships and community involvement are cornerstones of Patriot’s philosophy as it seeks to maximize shareholder value.

XML

Document And Entity Information	Jul. 18, 2022
Document Information [Line Items]
Entity, Registrant Name	Patriot National Bancorp, Inc.
Document, Type	8-K
Document, Period End Date	Jul. 18, 2022
Entity, Incorporation, State or Country Code	CT
Entity, File Number	000-29599
Entity, Tax Identification Number	06-1559137
Entity, Address, Address Line One	900 Bedford Street
Entity, Address, City or Town	Stamford
Entity, Address, State or Province	CT
Entity, Address, Postal Zip Code	06901
City Area Code	203
Local Phone Number	252-5900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	PNBK
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001098146