Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the Effective Time, each option granted by the Company to purchase shares of
Company Common Stock that was outstanding and unexercised immediately prior to
the Effective Time ("Company Stock Option"), whether vested or unvested, was
cancelled in exchange for a single lump sum cash payment, equal to the product
of (i) the number of shares of Company Common Stock subject to such Company
Stock Option immediately prior to the Effective Time, and (ii) the excess, if
any, of (A)
Prior to the Merger,
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As a result of the Merger, the Company no longer fulfills the listing
requirements of the NASDAQ Capital Market ("NASDAQ"). The Company notified
NASDAQ that trading in Company Common Stock should be suspended and the listing
of Company Common Stock should be removed, in each case prior to the opening of
the market on
Item 3.03 Material Modification to the Rights of Security Holders.
The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, each holder of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company other than the right to receive the Merger Consideration in accordance with the Merger Agreement.
Item 5.01 Changes in Control of Registrant.
The information set forth under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the Effective Time, the articles of incorporation of the Company and the bylaws of the Company ceased to be in effect by operation of law. SHBI's articles of incorporation and bylaws in effect immediately prior to the Effective Time are the articles of incorporation and bylaws of SHBI (as the surviving corporation in the Merger).
The disclosure set forth in Item 2.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 2.1 Agreement and Plan of Merger, dated as ofMarch 3, 2021 , by and between Shore Bancshares, Inc. andSevern Bancorp, Inc. (incorporated by reference to Exhibit 2.1 ofSevern Bancorp, Inc.'s Current Report on Form 8-K (File No. 000-49731) filed with theSEC onMarch 4, 2021 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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