Item 1.01. Entry into a Material Definitive Agreement.



On August 10, 2020, Level One Bancorp, Inc. (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement") with Piper Sandler & Co.
(the "Underwriter"), providing for the offer and sale in a firm commitment
underwritten public offering (the "Offering") of 1,000,000 depositary shares
(the "Depositary Shares"), each representing a 1/100th interest in a share of
the Company's 7.50% Non-Cumulative Perpetual Preferred Stock, Series B, no par
value per share (the "Series B Preferred Stock"), with a liquidation preference
of $2,500 per share (equivalent to $25.00 per Depositary Share). Pursuant to the
Underwriting Agreement, the Company also granted the Underwriter a 30-day option
to purchase up to 150,000 additional Depositary Shares to cover over-allotments.

The Underwriting Agreement includes customary representations, warranties and
covenants by each of the Company and the Underwriter related to the Offering.
The Company also agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.

The Offering is being conducted pursuant to the Prospectus Supplement, dated
August 10, 2020 (the "Prospectus Supplement"), to the Prospectus dated July 17,
2020, forming a part of the Company's effective shelf registration statement on
Form S-3 (File No. 333-239671). The Offering closed on August 13, 2020.

The estimated net proceeds from the Offering, after deducting the underwriting
discounts and estimated offering expenses payable by the Company, will be
approximately $23.5 million, or approximately $27.1 million if the Underwriter
exercises its over-allotment option in full. The Company intends to use the net
proceeds from the Offering for general corporate purposes, as described further
in the Prospectus Supplement.

The Underwriter and certain of its affiliates are full-service financial
institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory, investment
management, investment research, principal investment, hedging, financing and
brokerage activities. The Underwriter and certain of its affiliates have, from
time to time, performed, and may in the future perform, various commercial and
investment banking and financial advisory services for the Company and its
affiliates for which they received, or may in the future receive, customary fees
and expenses.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Item 3.03. Material Modification to the Rights of Security Holders.



In connection with the Offering, on August 12, 2020, the Company established a
new series of preferred stock, designated as the "7.50% Non-Cumulative Perpetual
Preferred Stock, Series B" of the Company. The Series B Preferred Stock will
rank senior to the Company's common stock and each other class or series of
capital stock it may issue in the future the terms of which do not expressly
provide that it ranks on a parity with or senior to the Series B Preferred Stock
as to dividend and distribution rights and rights on liquidation, dissolution or
winding-up of the Company (collectively, "junior stock"). The Series B Preferred
Stock will rank on a parity with each class or series of capital stock the
Company may issue in the future, the terms of which expressly provide that such
class or series will rank on a parity with the Series B Preferred Stock as to
dividend and distribution rights and rights on liquidation, dissolution or
winding-up of the Company.

Under the terms of the Series B Preferred Stock, the ability of the Company to
declare or pay dividends on, or to redeem, purchase or otherwise acquire, the
Company's common stock or any other junior stock is subject to certain
restrictions if the Company has not declared and either paid or set aside a sum
sufficient for payment of full dividends on the Series B Preferred Stock for the
most recently completed dividend period. The terms of the Series B Preferred
Stock, including such restrictions, are more fully described in the Certificate
of Designation for the Series B Preferred Stock (the "Certificate of
Designation"), which establishes the rights, preferences, privileges,
qualifications, restrictions and limitations of the Series B Preferred Stock. A
copy of the Certificate of Designation is included in Exhibit 3.1 and is
incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On August 12, 2020, the Company filed the Certificate of Designation with the
Department of Licensing and Regulatory Affairs of the State of Michigan amending
the articles of incorporation, as amended, of the Company, which became
effective upon filing. The Certificate of Designation creates the Series B
Preferred Stock out of the authorized and unissued shares of preferred stock of
the Company, establishes the terms of the Series B Preferred Stock, fixes the
designated number of shares of Series B Preferred Stock to 11,500, and provides
for certain other rights, preferences, privileges, qualifications, restrictions
and limitations of the Series B Preferred Stock.

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On August 12, 2020, the Company filed a Certificate of Elimination with the
Department of Licensing and Regulatory Affairs of the State of Michigan amending
the articles of incorporation, as amended, of the Company, which became
effective upon filing. The Certificate of Elimination amended the Company's
articles of incorporation, as amended, to eliminate the series of the Company's
preferred stock designated as "Senior Non-Cumulative Perpetual Preferred Stock,
Series A," no shares of which were issued or outstanding.

A copy of the Company's articles of incorporation, as amended, is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 8.01. Other Events.

On August 13, 2020, the Company completed the Offering of 1,000,000 Depositary Shares, issued pursuant to the Underwriting Agreement.



Holders of the Depositary Shares will be entitled to all proportional rights and
preferences of the Series B Preferred Stock (including dividend, voting,
redemption and liquidation rights). Reference is hereby made to Item 3.03 of
this Current Report on Form 8-K for a description of certain terms of the Series
B Preferred Stock. Such description is qualified in its entirety by reference to
the Certificate of Designation included in Exhibit 3.1 and incorporated herein
by reference.

In connection with the issuance of the Depositary Shares, on August 13, 2020,
the Company entered into a Deposit Agreement (the "Deposit Agreement") with
Continental Stock Transfer & Trust Company, as depositary of the Depositary
Shares ("Depositary"), and the holders from time to time of the depositary
receipts (the "Depositary Receipts") evidencing the Depositary Shares. On the
same date, the 10,000 shares of Series B Preferred Stock underlying the
Depositary Shares were issued by the Company and deposited with the Depositary
against the delivery of the Depositary Receipts pursuant to the Deposit
Agreement. The Deposit Agreement is filed herewith as Exhibit 4.1 and the form
of Depositary Receipt is filed herewith as Exhibit 4.2. The foregoing
descriptions of the Deposit Agreement and the Depositary Receipts are qualified
in their entirety by reference to Exhibits 4.1 and 4.2, respectively, each of
which is incorporated herein by reference.

In connection with the issuance of the Depositary Shares, Barack Ferrazzano Kirschbaum & Nagelberg LLP provided the Company with the legal opinion filed as Exhibit 5.1 hereto, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.            Description
1.1                      Underwriting Agreement, dated as of August 10,

2020, between Level One

Bancorp, Inc. and Piper Sandler & Co.
3.1                      Articles of Incorporation, as amended, of Level

One Bancorp, Inc.


                         Deposit Agreement, dated as of August 13, 2020, among Level One Bancorp,
4.1                    Inc., Continental Stock Transfer & Trust Company, as Depositary, and the
                       holders from time to time of the Depositary Receipts issued thereunder.
4.2                      Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 hereto).
5.1                      Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP.
23.1                     Consent of Barack Ferrazzano Kirschbaum &

Nagelberg LLP (included in Exhibit


                       5.1 hereto).
104                      Cover Page Interactive Data File (embedded within the Inline XBRL
                       document).

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