Business Context and Reporting Period
Company: Lake Shore Bancorp, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 14, 2025
Event: Entry into a Material Definitive Agreement (Agency Agreement) with Raymond James & Associates, Inc. to assist in marketing common stock during a pending conversion from a mutual holding company (MHC) to a stock holding company.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on the terms of a new agency agreement.
Material Changes and Agreement Terms
On May 14, 2025, the Company entered into an Agency Agreement with Raymond James & Associates, Inc. Key financial terms include:
- Success Fee: 1.35% of the aggregate dollar amount of shares sold in subscription and community offerings.
- Syndicated Community Offering Fee: 6.00% of the aggregate dollar amount of common stock sold if a syndicated community offering is conducted.
- Records Agent Fee: Fixed fee of $30,000.
- Expense Reimbursement: Reimbursement for out-of-pocket and legal expenses subject to limitations.
- Exemptions: No fees are payable for shares purchased by officers, directors, employees, their immediate families, or employee benefit plans.
Guidance, Outlook, and Risks
Outlook: The Company is proceeding with a stock offering pursuant to a Registration Statement on Form S-1 (Registration No. 333-285836), which was declared effective by the SEC on May 14, 2025. This offering is in connection with the MHC's pending conversion to a stock holding company.
Risks/Contingencies: The filing does not explicitly detail new risks beyond the standard execution of the stock offering and conversion process. The agreement terms are qualified by reference to the full Agency Agreement filed as Exhibit 1.1.
Investor Verification Checklist
- Verify the final aggregate dollar amount of shares sold to calculate the actual success fee payable to Raymond James.
- Confirm whether a syndicated community offering is conducted, which would trigger the higher 6.00% fee tier.
- Review the full Agency Agreement (Exhibit 1.1) for specific limitations on expense reimbursements.
- Monitor the progress of the MHC to stock holding company conversion.