Item 1.01 Entry into a Material Definitive Agreement.



           On March 15, 2023, Quaint Oak Bancorp, Inc. (the "Company") entered

into a Subscription Agreement (the "Subscription Agreement") with accredited investors under which the Company issued an aggregate of $2.0 million of fixed rate subordinated notes due March 15, 2025 (the "Notes") in a private placement.



            The Notes bear interest at a fixed annual rate of 8.50%, payable

semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2023. The Notes' maturity date is March 15, 2025. The Company is entitled to redeem the Notes, in whole or in part, on or after March 15, 2024, and to redeem the Notes at any time in whole upon certain other events, at a redemption price equal to 100% of the outstanding principal amount of the Notes to be redeemed plus any accrued and unpaid interest to, but excluding, the redemption date.



              If certain events of default occur, such as the bankruptcy of the

Company, the holder of a Note may declare the principal amount of the Note to be due and immediately payable. Except under such limited circumstances, there is no right of acceleration in the case of a default under the Subscription Agreement or the Notes. The Notes are unsecured obligations subordinate and junior in right of payment to all of the Company's existing and future senior indebtedness, whether secured or unsecured, including claims of depositors and general creditors, and rank equally in right of payment with any unsecured, subordinated indebtedness that is existing or the Company may incur in the future that rank equally with the Notes.



              The Company expects to use the net proceeds from the sale of the

Notes for general corporate purposes.

The Notes were offered and sold in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Accordingly, the Notes were offered and sold exclusively to persons who are "accredited investors" within the meaning of Rule 501(a) of Regulation D.

The foregoing descriptions of the Subscription Agreement and the Notes do not purport to be complete and are qualified in their entirety by reference to the forms of the Subscription Agreement and the Notes which are attached hereto as Exhibits 10.1 and 4.1, respectively, and are 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 under Item 1.01 above is incorporated by reference into this Item 2.03.




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Item 9.01 Financial Statements and Exhibits



(a)     Not applicable.

(b)     Not applicable.

(c)     Not applicable.

(d)    Exhibits.

    Exhibit No.   Description
    4.1             Form of Subordinated Note
    10.1            Form of Subscription Agreement*
    104           Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

___________________

* Exhibits have been omitted pursuant to Item 601(a)(5) of Registration S-K but the Company will provide them to the Securities and Exchange


    Commission upon request.





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