Item 1.01 Entry Into a Material Definitive Agreement

On April 3, 2023, Quaint Oak Bancorp, Inc. (the "Company") entered into Amendment No. 1 (the "Amendment") to the previously disclosed Stock Purchase Agreement (the "Stock Purchase Agreement") with FNCB Bancorp, Inc. ("FNCB") pursuant to which the Company agreed to sell up to 222,196 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") to FNCB, subject to the approval of, among others, federal banking regulators, as well as the satisfaction of other customary closing conditions.

As previously disclosed, on December 12, 2022, pursuant to the Stock Purchase Agreement the Company sold 105,904 shares of Common Stock, or approximately 4.9% of the then outstanding shares of Common Stock, to FNCB for a purchase price of $2,382,840 (the "Shares"). Under the terms of the Stock Purchase Agreement, the Company agreed to sell up to an additional 116,292 shares of Common Stock to FNCB in a second closing (the "Additional Shares"), provided that FNCB will not beneficially own more than 9.9% of the outstanding Common Stock upon completion of the sale of the Additional Shares.

The purpose of the Amendment was to:

(i) clarify that the purchase price per share of the Additional Shares is based

on the thirty (30) day volume weighted average closing price of the Common

Stock as of the day immediately preceding the closing of the sale of the


     Additional Shares; and
(ii) extend until April 30, 2023, the right of the Company and FNCB to terminate

     the Stock Purchase Agreement if the purchase of the Additional Shares has
     not occurred on or before such date.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to, and incorporated herein by reference, the full text of the Amendment, which is filed herewith as Exhibit 10.1.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included with this Report:



Exhibit Number   Description
  10.1           Amendment No. 1 to Stock Purchase Agreement between Quaint
                 Oak Bancorp, Inc. and FNCB Bancorp, Inc., dated as of April
                 3, 2023
104              Cover Page Interactive Date File (embedded within the Inline
                 XBRL document)

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