Business Context and Reporting Period
This Form 8-K filing by Patriot National Bancorp, Inc. (PNBK) reports a corporate governance event dated July 3, 2025. The Company, incorporated in Connecticut, filed an amendment and restatement of its Certificate of Incorporation with the State of Connecticut, effective immediately.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on capital structure modifications and equity issuance details.
Material Changes
- Charter Amendment: The Company authorized 200,000,000 shares of common stock, split into 170,000,000 Voting Common Stock and 30,000,000 Non-Voting Common Stock. It also authorized 1,000,000 shares of preferred stock, including 500,000 shares of Series A Non-Cumulative Perpetual Convertible Preferred Stock.
- Automatic Conversion: Following a private placement on March 20, 2025, where 90,832 shares of Series A Preferred Stock were issued, these shares automatically converted into 7,266,560 shares of Non-Voting Common Stock as of July 3, 2025.
- Outstanding Equity: As of July 3, 2025, the Company had 84,783,830 shares of Voting Common Stock and 7,266,560 shares of Non-Voting Common Stock issued and outstanding.
- Equity Plan Availability: The 2025 Omnibus Equity Incentive Plan now has a maximum of 18,410,078 shares of Voting Common Stock available for grant.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook for future periods. It does not disclose specific risks or contingencies beyond the standard incorporation of the Amended and Restated Charter and the Description of Capital Stock by reference.
Investor Verification Checklist
- Verify the terms of the Non-Voting Common Stock in the Definitive Proxy Statement filed on May 27, 2025.
- Review the full text of the Amended and Restated Charter (Exhibit 3.1) for complete rights and restrictions.
- Confirm the impact of the 7,266,560 new Non-Voting shares on total share count and potential dilution metrics.
- Check the remaining authorized shares under the 2025 Omnibus Equity Incentive Plan (18,410,078 shares).