Business Context and Reporting Period
Company: MVB Financial Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: August 28, 2018
Event: Unregistered Sale of Securities (Item 3.02)
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, or general liquidity metrics. It specifically details a capital structure event:
- Shares Issued: 142,000 shares of Common Stock.
- Conversion Price: $16.00 per share.
- Underlying Instrument: Convertible Subordinated Promissory Notes due 2024.
- Original Note Principal: $29,400,000 (issued June 30, 2014).
- Total Notes Converted to Date: $15,000,000 (approximately 51% of original principal).
Material Changes
The Company issued 142,000 shares of Common Stock upon the election of a holder to convert Convertible Subordinated Promissory Notes. This transaction reduces the outstanding principal of the Notes and increases the number of outstanding shares of Common Stock. The conversion price is subject to anti-dilution adjustments for specific corporate events.
Guidance, Outlook, and Risks
Management Commentary: The filing states that no commission or remuneration was paid for soliciting the exchange. The issuance relied on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933.
Risks/Contingencies: The filing does not disclose new risks or contingencies beyond the standard terms of the Note conversion.
Investor Verification Checklist
- Verify the total number of outstanding shares of Common Stock post-conversion.
- Confirm the remaining unconverted principal amount of the Convertible Subordinated Promissory Notes due 2024.
- Review the specific anti-dilution adjustment terms in the Note agreement (Exhibit 10.1 to the July 7, 2014 Form 8-K).
- Check for any subsequent filings regarding further conversions of the Notes.