Amended Current Report Filing (8-k/a)
15 Marzo 2023 - 2:32PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 1, 2023
The First Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Mississippi |
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000-22507 |
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64-0862173 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
6480 U.S.
Highway 98 West, Suite A
Hattiesburg, Mississippi, 39402
(Address and Zip Code of principal executive offices)
(601) 268-8998
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
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:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Common Stock, $1.00 Par Value |
FBMS |
The NASDAQ Stock Market, LLC |
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. ¨
Item 2.01 |
Completion of Acquisition or Disposition of Assets |
On January 3, 2023 The
First Bancshares, Inc., a Mississippi corporation (the “Company” or “FBMS”) filed with the Securities and Exchange
Commission (“SEC”) a Current Report on Form 8-K to report under Item 2.01 that the Company had completed its previously-announced
merger (the “Merger”) with Heritage Southeast Bancorporation, Inc., a Georgia corporation (“HSBI”), pursuant to
that certain Agreement and Plan of Merger by and between FBMS and HSBI, dated as of July 27, 2022 (the “Merger Agreement”).
At the closing, HSBI merged with and into FBMS, with FBMS as the surviving corporation, followed by the merger of HSBI’s wholly-owned
subsidiary bank, Heritage Southeast Bank, with and into the FBMS’s wholly-owned subsidiary bank, The First Bank, with The First
Bank as the surviving bank.
This Amendment No. 1
amends the Company’s Current Report on Form 8-K filed on January 1, 2023 to include the financial statements and unaudited pro forma
combined financial information referred to in Item 9.01(a) and (b) below relating to the Merger.
Item 9.01 |
Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
Audited
financial statements of Heritage Southeast Bancorporation, Inc. and its consolidated subsidiary as of and for the years ended December 31,
2022 and 2021, and the notes related thereto, which are included in Exhibit 99.1 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information.
Unaudited
pro forma combined financial information of The First Bancshares, Inc. for the twelve-month period ended December 31, 2022 and as of and
for the twelve-month period ended December 31, 2022 and the notes related thereto, which are included in Exhibit 99.2 hereto and incorporated
herein by reference.
(d) Exhibits
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.
|
THE FIRST BANCSHARES, INC. |
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|
|
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By: |
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/s/ Donna T. (Dee Dee) Lowery |
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Name: |
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Donna T. (Dee Dee) Lowery |
|
Title: |
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Chief Financial Officer |
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|
|
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Date: March 15, 2023
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