Item 1.02 Termination of a Material Definitive Agreement
As previously disclosed, on December 12, 2022, Quaint Oak Bancorp, Inc. (the
"Company") entered into a Stock Purchase Agreement, as amended as of April 3,
2023 (the "Amended Stock Purchase Agreement"), with FNCB Bancorp, Inc. ("FNCB")
pursuant to which the Company agreed to sell up to an aggregate of 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.
The Company sold 105,904 shares (the "Shares") of Common Stock to FNCB as of
December 12, 2022. Under the terms of the Amended 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").
Under the terms of the Amended Stock Purchase Agreement, either party to the
Stock Purchase Agreement could terminate the Amended Stock Purchase Agreement if
the sale of the Additional Shares was not completed by April 30, 2023. The sale
of the Additional Shares was not effected by April 30, 2023. Effective May 2,
2023, FNCB informed the Company that it was terminating the Amended Stock
Purchase Agreement as permitted under the terms of the Amended Stock Purchase
Agreement. As a result of the termination of the Amended Stock Purchase
Agreement, no further obligations of either party exist thereunder other than
the representations and warranties of the Company and FNCB survive for a period
of one year after the delivery of the Shares. No termination penalties were
incurred by either party to the Amended Stock Purchase Agreement as a result of
its termination.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
The following exhibit is included with this Report:
Exhibit Number Description
104 Cover Page Interactive Date File (embedded within the
Inline XBRL document)
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