AUBN Auburn National Bancorporation Inc

As filed with the Securities and Exchange Commission on December 10, 2024

Registration No. 333-  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Auburn National Bancorporation, Inc.

(Exact name of registrant as specified in its charter)

AUBURN NATIONAL BANCORPORATION, INC.

2024 EQUITY AND INCENTIVE COMPENSATION PLAN

(Full title of the plan)

David A. Hedges

President and Chief Executive Officer

Auburn National Bancorporation, Inc.

100 N. Gay Street

Auburn, Alabama 36830

(Name and address of agent for service)

(334) 821-9200

(Telephone number, including area code, of agent for service)

With a copy to:

Ralph F. MacDonald, III

MacDonald Partners LLC

995 Dumbarton Court N.W.

Atlanta, GA 30327

(404) 372-6646

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Auburn National Bancorporation, Inc. (the “Company” or the “Registrant”) has filed this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), to register (i) 350,000 shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), that may be issued under the Auburn National Bancorporation, Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”); and (ii) such additional shares that may become issuable in accordance with the Plan’s adjustment and anti-dilution provisions.

PART I

Items 1 and 2. Plan Information; Registrant Information And Employee Plan Annual Information

The information specified in Items 1 and 2 of Part I is omitted from this Registration Statement in accordance with Commission Rule 428 under the Securities Act, and the introductory note to Part I of Form S-8. The documents or portions of documents containing the information specified in Part I of Form S-8 and such Rule 428 constitute a Section 10(a) prospectus that will be delivered to the participants in the equity benefit plan covered by this Registration Statement as specified by Commission Rule 428(b)(1).

The Company shall provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents or portions of documents incorporated by reference in Item 3 of Part II of this Registration Statement, and stating that these documents are incorporated by reference in the Section 10(a) prospectus. The Company will also provide, without charge, upon written or oral request, other documents or portions of documents required to be delivered to employees pursuant to Commission Rule 428(b). Requests for such information should be made to Tamela Seymour, Chief Human Resources Officer, at (334) 821-9200.

PART II

INCORPORATION OF DOCUMENTS BY REFERENCE.

Item 3. Incorporation of Documents by Reference

The following documents filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference and deemed to be a part hereof (excluding any documents or portions of such documents that are deemed to be “furnished” but not “filed” for purposes of the Exchange Act):

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold, but excluding any information furnished to, rather than filed with, the SEC, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective filing dates of such documents.

Any statement contained in a document incorporated or deemed incorporated by reference herein will be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein (or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that corporations organized under the DGCL generally have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The board of directors of Delaware corporation, or an authorized committee of such board is authorized to make such determinations, generally, and consistent with the DGCL, a court may make such determinations.

The Registrant’s Amended and Restated Bylaws provide that the Company shall indemnify its directors and officers elected by its board of directors and may indemnify any other officer, employee of the Corporation as permitted by the DGCL. The Amended and Restated Bylaws state that it is the Registrant’s policy that indemnification of and expense advances to directors and officers of the Corporation shall be made to the fullest extent permitted by law, and, accordingly, in the event of any change in law, by legislation or otherwise, permitting greater indemnification of and/or expense advances to any such person, the provisions of this Article VIII shall be construed to require such greater indemnification and/or expense advances. The Amended and Restated Bylaws shall not be deemed to preclude the indemnification of any person who is not specified in the indemnity provisions, but whom the Corporation has the power to indemnify under the provisions of the DGCL or otherwise. The indemnity provisions continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

The indemnity provisions of Section 145 of the DGCL and the Company’s Amended and Restated Bylaws are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

The Registrant’s Certificate of Incorporation, as permitted by the DGCL, also provides that a director shall not be held personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except this provision shall not eliminate liability of a director for:

The Registrant currently carries liability insurance for its directors and executive officers for securities matters.

At present, there is no pending litigation or proceeding involving a director or officer of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

Item 9. Undertakings

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Auburn, State of Alabama, on December 10, 2024.

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints David A. Hedges, W. James Walker, IV and Robert W. Dumas, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement (any of which amendments may make such changes and additions to this Registration Statement as such attorneys-in-fact may deem necessary or appropriate) and to file the same, with all exhibits thereto, and any other documents that may be required in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registration Statement has been signed below by the following persons in the capacities set forth below on December 10, 2024:

Exhibit 5.1

		MacDonald Partners LLC   995 DUMBARTON COURT N.W.   ATLANTA, GEORGIA 30327   404.372.6646   December 10, 2024

Auburn National Bancorporation, Inc.

100 N. Gay Street

Auburn, Alabama 36830

Ladies and Gentlemen:

We have acted as counsel for Auburn National Bancorporation, Inc., a Delaware corporation (the “Company”), in connection with the Auburn National Bancorporation, Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the 350,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company that may be issued or delivered and sold pursuant to the Plan and the authorized forms of stock option, restricted stock, restricted stock unit, performance shares, performance units or other applicable award agreements thereunder (the “Award Agreements”) will be, when issued or delivered and sold in accordance with the Plan and the Award Agreements, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.

The opinion expressed herein is limited to the laws of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the Award Agreements will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions. In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Auburn National Bancorporation, Inc. of our report dated March 14, 2024, relating to the consolidated financial statements of Auburn National Bancorporation, Inc., appearing in the Annual Report on Form 10-K of Auburn National Bancorporation, Inc. for the year ended December 31, 2023.

/s/ Elliott Davis, LLC 

Greenville, South Carolina

December 10, 2024

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

AUBURN NATIONAL BANCORPORATION, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Maximum Aggregate

Offering Price

Amount of

Registration Fee