Business Context and Reporting Period
Company: Marathon Bancorp, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 11, 2025
Event: Entry into a Material Definitive Agreement (Agency Agreement) with Janney Montgomery Scott LLC to assist in marketing the Company's common stock during a stock offering.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It details specific fees associated with the Agency Agreement:
- Management Fee: $50,000 (already paid).
- Success Fee: $375,000 for shares sold in subscription and community offerings (reduced by the management fee).
- Syndicated Offering Fee: 6.0% of the aggregate dollar amount of shares sold if a syndicated community offering occurs.
- Records Agent Fee: $50,000 total ($5,000 already paid). This fee may increase by $10,000 due to regulatory changes, plan of conversion changes, or processing delays.
Material Changes
The filing reports the execution of an Agency Agreement on February 11, 2025, between Marathon Bancorp, Inc., Marathon Bank, Marathon MHC, and Janney Montgomery Scott LLC. This agreement facilitates the marketing of common stock pursuant to a Registration Statement on Form S-1 (Registration No. 333-283805). No prior comparable period financial data is provided in this document.
Guidance, Outlook, and Risks
Outlook: The Company is proceeding with a stock offering under a prospectus dated February 11, 2025.
Risks/Contingencies: The Records Agent fee is contingent on potential material changes in applicable regulations, changes to the plan of conversion, or delays requiring duplicate processing, which could increase costs by $10,000. The success fee structure varies based on whether shares are sold via subscription/community offerings or a syndicated group of broker-dealers.
Investor Verification Checklist
- Verify the terms of the Agency Agreement filed as Exhibit 1.1.
- Review the Registration Statement on Form S-1 (No. 333-283805) for details on the stock offering.
- Monitor for any regulatory changes or plan of conversion modifications that could trigger the additional $10,000 Records Agent fee.
- Confirm the status of the stock offering to determine if the $375,000 success fee or the 6.0% syndicated fee will be incurred.