8-K

BV FINANCIAL, INC.

DATE: May 17, 2023

/s/ David M. Flair

David M. Flair

Co-President and Chief Executive Officer

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): May 15, 2023

BV FINANCIAL, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland

333-270496

14-1920944

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer
Identification No.)


7114 North Point Road, Baltimore, Maryland		21219
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (410) 477-5000

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 Instruction 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))

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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

None

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 1.01

Entry Into a Material Definitive Agreement

On May 15, 2023, BV Financial, Inc., a Maryland corporation (“BV Financial”), Bay-Vanguard, M.H.C., Inc. (the “MHC”), and BayVanguard Bank entered into an Agency Agreement with Performance Trust Capital Partners, LLC (“Performance Trust”). Performance trust will assist in the marketing of BV Financial’s common stock during BV Financial’s stock offering in connection with the MHC’s pending conversion from a mutual holding company to a stock holding company.

For its marketing agent services in the subscription and community offering, Performance Trust has received a management fee of $30,000 and will receive at the closing of the stock offering a fee of 0.95% of the aggregate purchase price of the shares of common stock sold in the subscription offering and 1.50% of the aggregate purchase price of any shares sold in a community offering, excluding shares purchased by any ESOPs, tax-qualified or stock-based compensation plans or similar plans, or by the Company’s officers, directors, or employees (or members of their immediate family). The $30,000 management fee will be credited against the offering fee paid at closing. If the Company conducts a syndicated community offering, the Company will pay a fee of 5.00% of the aggregate dollar amount of common stock sold in the syndicated community offering.

In addition, Performance Trust will receive a fee of $40,000 for records agent and stock information center manager, as well as reimbursements for out-of-pocket expenses and legal expenses related to its marketing agent services and its records agent and stock information center manager services.

The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-270496) filed by BV Financial under the Securities Act of 1933, as amended, and a related prospectus dated May 15, 2023.

The foregoing description of the terms of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit		Description

1.1		Agency Agreement dated May 15, 2023, by and among the MHC, BV Financial and BayVanguard Bank and Performance Trust (exhibit omitted)

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.