Business Context and Reporting Period
Company: Colony Bankcorp, Inc. (CBAN)
Filing Type: Form 8-K (Current Report)
Date of Report: November 3, 2025
Reporting Period: Event-based report regarding an agreement entered into on November 3, 2025.
Key Financial Metrics
This filing does not report historical financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The primary financial metric disclosed is the potential capital raise:
- Maximum Offering Size: Up to $40,000,000 in aggregate gross sale price of common stock.
- Placement Agent Commission: Up to 3.0% of the gross sales price.
Material Changes
The material change reported is the entry into a new Equity Distribution Agreement with Piper Sandler & Co. This agreement establishes an "at-the-market" offering program allowing the Company to sell shares of its common stock from time to time. The Company retains the right to set sale parameters, including share count, timing, and minimum price, and has no obligation to sell any shares.
Guidance, Outlook, and Management Commentary
Use of Proceeds: Net proceeds from the offering are intended for general corporate purposes, specifically including:
- Contributions to the capital of its subsidiary, Colony Bank, to support lending, investing, and banking activities.
- Repayment of indebtedness.
- Funding acquisition and other strategic initiatives permissible for bank holding companies.
Termination Rights: The Company or the Agent may suspend sales or terminate the agreement at any time for any reason upon prior written notice.
Investor Verification Checklist
- Verify the effectiveness of the Form S-3 shelf registration statement (No. 333-291233) filed on November 3, 2025.
- Monitor future filings for actual sales volumes and pricing under the Equity Distribution Agreement.
- Review the full text of the Equity Distribution Agreement (Exhibit 1.1) for specific covenants and indemnification terms.
- Confirm the Company's current capital position and debt levels to assess the necessity of the offering.