SUPPLEMENT TO PROXY STATEMENT
OF
BLUE RIDGE
BANKSHARES, INC.
SPECIAL MEETING OF SHAREHOLDERS
THURSDAY, JUNE 20, 2024
On May 7, 2024, Blue Ridge Bankshares, Inc. (the Company) filed a definitive proxy statement, dated May 3, 2024 (the
proxy statement), with the Securities and Exchange Commission (the SEC) relating to the Special Meeting of Shareholders to be held on June 20, 2024 (the Special Meeting). The purpose of this supplement to the
proxy statement (the supplement) is to update certain information contained in the proxy statement as a result of the closing of a private placement of the Companys securities with Richard T. Spurzem, a shareholder of the Company
(Mr. Spurzem).
This supplement should be read in conjunction with the proxy statement. All defined terms used but not
defined in this supplement have the meanings ascribed to them in the proxy statement. To the extent that information in this supplement differs from information contained in the proxy statement, the information in this supplement shall supersede the
information in the proxy statement.
Recent Securities Issuance
Pursuant to the securities purchase agreement, dated June 7, 2024, between the Company and Mr. Spurzem, on June 13, 2024, the
Company issued and sold to Mr. Spurzem 290,000 shares of its common stock at a purchase price of $2.39 per share, 1,140 shares of its Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B (the Series B Preferred
Stock) at a purchase price of $9,566.13 per share, and a warrant to purchase 607 shares of Series B Preferred Stock at an exercise price of $10,000.00 per share, for gross proceeds of approximately $11.6 million (the Spurzem
Transaction).
The Companys sale of securities to Mr. Spurzem results from Mr. Spurzems exercise of
contractual gross-up rights pursuant to certain stock purchase agreements, by and between the Company and Mr. Spurzem, dated December 31, 2014 and March 17, 2015, in connection with the
Companys $150 million private placement announced on April 3, 2024 (the Private Placement).
Each share of
Series B Preferred Stock is convertible into shares of the Companys common stock at the initial conversion rate of 4,000 shares of common stock per share of Series B Preferred Stock. Similarly, the shares of Series B Preferred Stock issuable
upon exercise of the warrant are convertible into shares of common stock at the same conversion rate. Conversion of the Series B Preferred Stock is contingent upon shareholder approval of the (i) issuance of common shares in the Private
Placement (including the Spurzem Transaction) in excess of 20% of the Companys outstanding common shares, including upon conversion of the Series B Preferred Stock, pursuant to applicable listing standards of the NYSE American and
(ii) increase in the Companys authorized common shares from 50,000,000 to 150,000,000.
The following table provides an updated
summary of the number of shares of the Companys common stock outstanding prior to the Private Placement and issued or issuable upon conversion of the Series B Preferred Stock to the purchasers in the Private Placement, including Mr. Spurzem.