UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On July 19, 2023, Carver Bancorp, Inc. (the “Company”) entered into an Investment Agreement (the “Investment Agreement”) with National Community Investment Fund (“NCIF”), pursuant to which the Company sold 378,788 shares of the Company’s common stock, par value $0.01 per share, at a purchase price of $2.64 per share (the “Common Stock”) in a private placement (the “Private Placement”) for gross proceeds of approximately $1.0 million.
The Company intends to use the net proceeds of the Private Placement for general corporate purposes. The Investment Agreement contains representations, warranties, and covenants of the Company and NCIF that are customary in private placement transactions.
The Common Stock was issued on July 19, 2023 in a private placement exempt from registration pursuant to under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D of the rules and regulations promulgated thereunder.
The foregoing description of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
There were no underwriting discounts or commissions. Additionally, the information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Investment Agreement, by and between Carver Bancorp, Inc. and National Community Investment Fund, dated July 19, 2023 | |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| CARVER BANCORP, INC. | ||
| DATE: July 20, 2023 | By: | /s/ Michael T. Pugh |
| Michael T. Pugh | ||
| President and Chief Executive Officer | ||