8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 12(b) or (g)

of the Securities Exchange Act of 1934

(Date of Report (date of earliest event reported)): November 9, 2020

Middlefield Banc Corp.

(Exact name of registrant specified in its charter)

Ohio	001-36613	34-1585111
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15985 East High Street Middlefield, Ohio	44062-0035
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (440) 632-1666

[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:

☐ 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, no par value	MBCN	The NASDAQ Stock Market, LLC (NASDAQ Capital 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 C.F.R. §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 C.F.R. §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 8.01 Other Events

At a meeting on November 9, 2020 the Board of Directors of Middlefield Banc Corp. (the “Company”) approved the resumption of the Company’s stock repurchase program (the “Program”). The Program commenced April 19, 2019, but repurchases under the Program were temporarily suspended in late March, 2020 due to the COVID-19 pandemic and the economic disruption that ensued. At the time that the Program was suspended, the Company had repurchased 157,032 shares from the 300,000 share authorization under the Program.

On November 9, 2020, the Board also authorized an increase to the Company’s share repurchase program by an additional 157,032 shares for a total of 300,000 shares that may be repurchased, equating to approximately 4.7% of the Company’s 6,378,960 outstanding shares. The Program may be modified, suspended or terminated by the Company at any time.

The resumption of the stock repurchase program and increased share repurchase authorization position the Company to enhance the value of its stock and to manage its capital. The Board’s action will allow management to make repurchases, without further board approval, when stock purchases are deemed prudent. The Board believes that a stock repurchase plan is an important tool that can be utilized to enhance long-term shareholder value. Share repurchases will be made periodically as permitted by securities laws and other legal requirements and will be subject to market conditions as well as other factors. Repurchases may be made in the open market, through block trades or otherwise, and in privately negotiated transactions. Share purchases may be commenced or suspended at any time without notice. A copy of the press release dated November 13, 2020 is attached to this Current Report as Exhibit 99.1 and is furnished herewith.

Item 9.01(d) Exhibits

99.1	Press release dated November13, 2020 regarding the resumption and expansion of the stock repurchase program.
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.

		Middlefield Banc Corp.
Date: November 13, 2020		/s/James R. Heslop, II
		James R. Heslop, II
	Its:	Executive Vice President &
		Chief Operating Officer

EX-99.1

Exhibit 99.1

15985 East High Street

P. O. Box 35

Middlefield, Ohio 44062    

Phone: 440/632-1666    FAX: 440/632-1700    

www.middlefieldbank.bank

PRESS RELEASE

Company Contact:	Investor and Media Contact:
Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 tcaldwell@middlefieldbank.com	Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberger.com

Middlefield Banc Corp. Announces Resumption of Share Repurchase Program and

Increases Repurchase Authorization

MIDDLEFIELD, OHIO, November 13, 2020 ◆◆◆◆ Middlefield Banc Corp. (NASDAQ: MBCN) today announced the resumption and increase of the Company’s stock repurchase program (the “Program”).

The Program commenced April 19, 2019, but repurchases under the Program were temporarily suspended in late March, 2020 due to the COVID-19 pandemic. At the time that the Program was suspended, the Company had repurchased 157,032 shares from the 300,000-share authorization under the Program.

On November 9, 2020, the Board authorized an increase to the Program by an additional 157,032 shares for a total of 300,000 shares that may be repurchased. This equates to approximately 4.7% of the Company’s 6,378,960 outstanding shares at November 3, 2020. The Program may be modified, suspended or terminated by the Company at any time.

“We entered the COVID-19 crisis with favorable asset quality and strong capital levels, and we believe our stock is trading at a compelling valuation. This share repurchase program demonstrates our confidence in the strength of our business and our continued commitment to delivering value to our shareholders,” said Thomas G. Caldwell, Middlefield’s President and Chief Executive Officer.

The resumption of the stock repurchase program and increased share repurchase authorization position the Company to enhance the value of its stock and to manage its capital. The Board’s action will allow management to make repurchases, without further board approval, when stock purchases are deemed prudent. The Board believes that a stock repurchase plan is an important tool that can be utilized to enhance long-term shareholder value. Share repurchases will be made periodically as permitted by securities laws and other legal requirements and will be subject to market conditions as well as other factors. Repurchases may be made in the open market, through block trades or otherwise, and in privately negotiated transactions. Share purchases may be commenced or suspended at any time without notice.

Middlefield Banc Corp., headquartered in Middlefield, Ohio, is the bank holding company of The Middlefield Banking Company with total assets of $1.36 billion at September 30, 2020. The bank operates 16 full-service banking centers and an LPL Financial^® brokerage office serving Beachwood, Chardon, Cortland, Dublin, Garrettsville, Mantua, Middlefield, Newbury, Orwell, Plain City, Powell, Solon, Sunbury, Twinsburg, and Westerville. The Bank also operates a Loan Production Office in Mentor, Ohio.

Additional information is available at www.middlefieldbank.bank

This press release of Middlefield Banc Corp. and the reports Middlefield Banc Corp. files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of Middlefield Banc Corp. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause Middlefield Banc Corp.’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, charge-offs and loan loss provisions; (4) less favorable than expected general economic conditions; (5) legislative or regulatory changes that may adversely affect businesses in which Middlefield Banc Corp. is engaged; (6) technological issues which may adversely affect Middlefield Banc Corp.’s financial operations or customers; (7) the effect of the COVID-19 pandemic, including on our credit quality and business operations, as well as the pandemic’s impact on general economic and financial market conditions; (8) changes in the securities markets; or (9) risk factors mentioned in the reports and registration statements Middlefield Banc Corp. files with the Securities and Exchange Commission. Middlefield Banc Corp. undertakes no obligation to release revisions to these forward-looking statements or to reflect events or circumstances after the date of this press release.

XML

Document and Entity Information	Nov. 09, 2020
Cover [Abstract]
Entity Registrant Name	MIDDLEFIELD BANC CORP
Amendment Flag	false
Entity Central Index Key	0000836147
Document Type	8-K
Document Period End Date	Nov. 09, 2020
Entity Incorporation State Country Code	OH
Entity File Number	001-36613
Entity Tax Identification Number	34-1585111
Entity Address, Address Line One	15985 East High Street
Entity Address, City or Town	Middlefield
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44062-0035
City Area Code	(440)
Local Phone Number	632-1666
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, no par value
Trading Symbol	MBCN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false