Business Context and Reporting Period
Company: MVB Financial Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: November 1, 2018
Event: Unregistered Sales of Equity Securities (Item 3.02)
Key Financial Metrics
This filing does not report standard financial performance metrics such as revenue, profit, cash flow, margins, or liquidity. The report focuses exclusively on a specific capital transaction.
- Shares Issued: 62,500 shares of Common Stock
- Par Value: $1.00 per share
- Transaction Type: Conversion of Convertible Subordinated Promissory Notes due 2024
- Conversion Price: $16.00 per share
Material Changes and Transaction Details
On November 1, 2018, the Company issued 62,500 shares of Common Stock upon the election of a holder to convert Convertible Subordinated Promissory Notes (originally issued June 30, 2014) into equity.
- Original Note Principal: $29,400,000
- Cumulative Principal Converted: $16,000,000 (approximately 54% of the original aggregate principal)
- Remaining Principal: Approximately $13,400,000 (implied)
- Regulatory Basis: Issued in reliance on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933.
- Compensation: No commission or remuneration was paid for soliciting the exchange.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, future guidance, outlook, or specific risk factors beyond the standard terms of the Note conversion. The conversion price is subject to anti-dilution adjustments for events such as stock splits, reclassifications, non-cash distributions, extraordinary cash dividends, pro rata repurchases, and business combination transactions.
Investor Verification Checklist
- Verify the remaining principal balance of the Convertible Subordinated Promissory Notes due 2024.
- Confirm the total number of shares outstanding post-conversion.
- Review the specific anti-dilution adjustment clauses in the Note agreement (Exhibit 10.1 filed July 7, 2014).
- Check for any subsequent conversions or changes in the conversion price since November 1, 2018.