Business Context and Reporting Period
Company: Blue Ridge Bankshares, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 07, 2024
Event: Unregistered Sales of Equity Securities (Item 3.02)
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It details a specific capital transaction involving the exchange of preferred stock and warrants for common stock and new warrants.
Material Changes and Transaction Details
Pursuant to an Exchange Agreement entered into on April 3, 2024, with Castle Creek Capital Partners VIII, LP ("Castle Creek"), the Company executed the following exchanges on November 7, 2024:
- Stock Exchange: Issued 10,928,000 shares of Common Stock in exchange for 2,732 shares of Series C Preferred Stock held by Castle Creek.
- Warrant Exchange: Issued a warrant exercisable into 5,764,000 shares of Common Stock (the "Common Stock Warrant") in exchange for a warrant exercisable into 1,441 shares of Series C Preferred Stock held by Castle Creek.
- Warrant Terms: The Common Stock Warrant is exercisable at any time after issuance until April 3, 2029, at an exercise price of $2.50 per share.
- Compensation: No commission or remuneration was paid for soliciting these exchanges.
Guidance, Outlook, and Risks
Regulatory Status: The exchanges are exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
Resale Restrictions: The securities involved were sold in a private transaction and are subject to resale restrictions under the Securities Act. They may not be offered or sold absent registration or an applicable exemption.
Management Commentary: The filing contains no forward-looking guidance, outlook, or discussion of risks beyond the standard legal disclaimers regarding the private nature of the transaction.
Investor Verification Checklist
- Verify the impact of the 10,928,000 newly issued shares on total outstanding common stock and potential dilution.
- Confirm the current market price of the Common Stock relative to the $2.50 exercise price of the new warrant.
- Review the April 5, 2024 Form 8-K to understand the full terms of the original Exchange Agreement.
- Assess the remaining balance of Series C Preferred Stock and associated warrants held by Castle Creek post-transaction.