UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 26, 2024
ChoiceOne Financial Services, Inc.
(Exact Name of Registrant as
Specified in its Charter)
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Michigan
(State or Other Jurisdiction
of Incorporation)
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001-39209
(Commission
File Number)
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38-2659066
(IRS Employer
Identification No.)
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109 E. Division Street
Sparta, Michigan
(Address of Principal Executive Offices)
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Registrant’s telephone number, including area code: (616) 887-7366
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
As previously disclosed, on July 25, 2024, ChoiceOne Financial Services, Inc. (the “Company”), ChoiceOne Bank, the Company’s wholly-owned
subsidiary, and D.A. Davidson & Co. (the “Underwriter”) entered into an Underwriting Agreement (the “Underwriting Agreement”), with respect to the issuance and sale (the “Offering”) of 1,200,000 shares of Company common stock, no par value per share (the “Firm Shares”), and, at the Underwriter’s option, an additional 180,000 shares of Company common stock, no par value per share, to cover over-allotments (the “Option Shares”, and together with the Firm Shares, the “Shares”). On July 26, 2024, the Company completed the Offering of
1,380,000 Shares at a price of $25.00 per share, before underwriting
discounts.
D.A. Davidson & Co. acted as the sole book-running manager for the Offering.
The Shares were offered under the Company’s Registration Statement on Form S-3 (File No. 333-272337), dated and filed with the U.S.
Securities and Exchange Commission (the “SEC”) on June 1, 2023, and declared effective by the SEC on June 20, 2023 (the “Registration Statement”). A preliminary prospectus supplement to the Registration Statement in connection with the Offering was
filed with the SEC on July 25, 2024, and a final prospectus supplement was filed on July 26, 2024.
The aggregate gross proceeds of the Offering were
approximately $34.5 million. After deducting underwriting discounts and
commissions and before deducting transaction expenses, the aggregate net proceeds to the Company were approximately $32.4 million.
On July 26, 2024, the Company issued a press release announcing the closing of the Offering. A copy of such press release is attached to
this report as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits:
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Press Release dated July 26, 2024.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated:
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July 26, 2024
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CHOICEONE FINANCIAL SERVICES, INC.
(Registrant)
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By:
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/s/ Adom J. Greenland
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Adom J. Greenland
Its Chief Financial Officer and Treasurer
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FOR IMMEDIATE RELEASE
ChoiceOne Financial Services, Inc. Announces Closing of $34.5 Million Offering of Common Stock
(July 26, 2024) - SPARTA, MI, ChoiceOne Financial Services, Inc. (NASDAQ: COFS) (“ChoiceOne”), the parent company of ChoiceOne Bank, today announced the
closing of its underwritten public offering of 1,380,000 shares of its common stock at a price to the public of $25.00 per share, including 180,000 shares of common stock sold pursuant to the underwriter’s option to
purchase additional shares to cover over-allotments, which was exercised in full.
The aggregate gross proceeds of the offering were approximately $34.5
million before deducting underwriting discounts and estimated offering expenses. ChoiceOne intends to use the net proceeds of this offering for general corporate purposes including supplementing regulatory capital ratios and in conjunction with its
announced merger with Fentura Financial, Inc.
D.A. Davison & Co. is acting as sole book-running manager for the offering. Warner Norcross + Judd LLP served as legal counsel to ChoiceOne. The
underwriter was represented by Hunton Andrews Kurth LLP.
The offering was made only by means of an effective shelf registration statement on Form S-3 (File No. 333-272337) filed with the U.S. Securities and
Exchange Commission (the “SEC”). A final prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov.
Additionally, copies may be obtained by contacting D.A. Davidson & Co. by telephone at 1-800-322-5915 or by e-mail at prospectusrequest@dadco.com.
This press release is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to sell or the solicitation of
an offer to buy any securities. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The shares of common stock issued by ChoiceOne in the offering will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency nor
have they been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement or the shelf registration statement or prospectus relating thereto.
About ChoiceOne
ChoiceOne Financial Services, Inc. is a financial holding company headquartered in Sparta, Michigan, and the parent corporation of ChoiceOne Bank. Member
FDIC. ChoiceOne Bank operates 35 offices in parts of Kent, Ottawa, Muskegon, Newaygo, Lapeer, St. Clair, Macomb, and Oakland counties. ChoiceOne is an approximately $2.6 billion-asset bank holding company making it the eighth largest bank holding
company in Michigan based on asset size. ChoiceOne Bank offers insurance and investment products through its subsidiary, ChoiceOne Insurance Agencies, Inc. ChoiceOne Financial Services, Inc. common stock is quoted on the Nasdaq Capital Market under
the symbol “COFS.” For more information, please visit Investor Relations at ChoiceOne’s website choiceone.bank.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws relating to the registered follow-on offering
of common stock by ChoiceOne. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “may,” “could,” “look forward,” “continue,” “future” and variations of such words and
similar expressions are intended to identify such forward looking statements. These statements reflect current beliefs as to the expected outcomes of future events and are not guarantees of future performance. These statements involve certain risks,
uncertainties and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied or
forecasted in such forward-looking statements. Furthermore, ChoiceOne undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.
A discussion of certain risks and uncertainties affecting ChoiceOne, and some of the factors that could cause ChoiceOne’s actual
results to differ materially from those described in the forward-looking statements, can be found in the sections entitled “Risk Factors” and “Risks Related to ChoiceOne’s Business” in ChoiceOne’s Annual Report on Form 10-K for the year ended
December 31, 2023 and other current and periodic reports, which have been, or will be, filed with the Securities and Exchange Commission (the “SEC”) and are, or will be, available on the SEC’s website (www.sec.gov).
Contacts
Kelly J. Potes
Chief Executive Officer & Director
(616) 887-6837
kpotes@choiceone.bank
Adom J. Greenland
Chief Financial Officer & Executive Vice President
(616) 887-2334
agreenland@choiceone.bank