8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported)                                            April 2, 2018

GUARANTY FEDERAL BANCSHARES, INC.

(Exact name of registrant as specified in charter)

Commission File Number: 0-23325

Delaware	43-1792717
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

2144 E. Republic Road, Suite F200
Springfield, Missouri 65804

(Address of principal executive offices, including zip code)

(417) 520-4333

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 2, 2018, pursuant to the previously announced Agreement and Plan of Merger, dated as of November 30, 2017 (the “Merger Agreement”), by and between Guaranty Federal Bancshares, Inc., a Delaware corporation (“Guaranty”), and Hometown Bancshares, Inc., a Missouri corporation (“Hometown”), Hometown merged with and into Guaranty, with Guaranty being the surviving corporation (the “Merger”). As a result of the Merger, Hometown’s wholly owned bank subsidiary, Hometown Bank, National Association, became a wholly owned subsidiary of Guaranty. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of Hometown common stock was converted into the right to receive $20.00 in cash. In the aggregate, Guaranty paid $4.6 million in respect of the outstanding shares of Hometown common stock.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Guaranty’s Current Report on Form 8-K, filed on December 1, 2017, and is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In connection with the Merger, pursuant to a Second Supplemental Indenture, dated as of April 2, 2018, by and among Guaranty, Hometown, and Wilmington Trust Company, as trustee (the “Trustee”), Guaranty assumed Hometown’s rights, duties, and obligations under the Indenture, dated as of October 29, 2002, as supplemented by that certain First Supplemental Indenture, dated as of May 19, 2014, by and between Hometown and the Trustee, under which Hometown issued approximately $6.1 million aggregate principal amount of its Floating Rate Junior Subordinated Debt Securities due 2032.

Item 7.01. Regulation FD Disclosure.

On April 2, 2018, Guaranty issued a press release announcing the completion of the Merger. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to this Item and the related exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Guaranty intends to provide the financial statements of Hometown for the periods specified in Rule 3-05 of Regulation S-X under cover of a Form 8-K/A within the time allowed for such filing by Item 9.01(a)(4) of this Form 8-K.

(b) Pro Forma Financial Information.

The Company intends to provide the pro forma financial information required by Article 11 of Regulation S-X under cover of a Form 8-K/A within the time allowed for such filing by Item 9.01(b)(2) of this Form 8-K.

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of November 30, 2017, by and between Guaranty Federal Bancshares, Inc. and Hometown Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to Guaranty Federal Bancshares, Inc.’s Current Report on Form 8-K filed on December 1, 2017)*
99.1	Press Release, dated April 2, 2018
*	Certain schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and Guaranty agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

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.

Date: April 2, 2018 GUARANTY FEDERAL BANCSHARES, Inc.

By:	/s/ Shaun A. Burke
Name:	Shaun A. Burke

EX-99.1

Exhibit 99.1

For Immediate Release

Contacts:	Shaun A. Burke, President and CEO or Carter M. Peters, CFO
	2144 E Republic Road, Suite F200 Springfield, MO 65804 417-520-4333

GUARANTY FEDERAL BANCSHARES, INC. COMPLETES
THE ACQUISITION OF HOMETOWN BANCSHARES, INC.

SPRINGFIELD, MO – (April 2, 2018)--Guaranty Federal Bancshares, Inc. (NASDAQ: GFED), the holding company (the “Company”) for Guaranty Bank, today announced the completion of its previously announced acquisition of Carthage, Missouri-based Hometown Bancshares, Inc. ("Hometown"), the parent of Hometown Bank, National Association. As a result of the transaction, Hometown Bank, National Association is now a wholly owned subsidiary of the Company. The transaction increases the Company’s total assets to approximately $980 million, based on information as of December 31, 2017. The transaction was first announced on December 1, 2017.

As a result of the merger, each share of Hometown common stock issued and outstanding was converted into the right to receive $20.00 in cash. The aggregate transaction value was approximately $4.6 million.

Shaun A. Burke, President and Chief Executive Officer of the Company stated, “We are very pleased to announce the completion of the Hometown Bancshares acquisition and to welcome our new teammates to Guaranty Bank. We look forward to growing relationships with the current Hometown customers and to serving many new customers across our 18-branch footprint in southwest Missouri.”

Lonnie Heckmaster, President of Hometown said, “We are pleased that Hometown will be joining Guaranty. Hometown and Guaranty share a similar culture as well as a shared vision of community banking, with an emphasis on the customer. This merger will allow us more capital and banking products to better serve the communities we committed to when we created Hometown Bank 19 years ago.”

Financial advisors involved in the transaction were Raymond James & Associates, Inc., representing the Company, and The Capital Corporation, representing Hometown.

Legal representation in the transaction included Barack Ferrazzano Kirschbaum & Nagelberg LLP for the Company and Stinson Leonard Street LLP for Hometown.

About Guaranty Federal Bancshares, Inc.

Following the completion of the merger, Guaranty Federal Bancshares, Inc. (NASDAQ:GFED) has two subsidiary corporations offering full banking services, Guaranty Bank and Hometown Bank, National Association, with a total of 18 branch banking offices located in Missouri. Guaranty Bank is headquartered in Springfield, Missouri, and has 11 full-service branches in Greene, Christian and Jasper Counties and a loan production office in Webster County. Guaranty Bank is a member of the MoneyPass and TransFund ATM networks which provide its customers surcharge free access to over 24,000 ATMs nationwide. Hometown Bank, National Association, serves the communities of Carthage, Joplin, Neosho, Oronogo and Pineville through its 7 locations. For more information about Guaranty Federal Bancshares, Inc. and its subsidiaries, visit www.gbankmo.com.

Cautionary Language Concerning Forward-Looking Statements

Guaranty may from time to time make written or oral “forward-looking statements,” including statements contained in Guaranty’s filings with the SEC, in its reports to stockholders and in other communications by Guaranty, which are made in good faith by Guaranty pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “estimates,” “believes,” “expects,” and similar expressions are intended to identify such forward-looking statements but are not the exclusive means of identifying such statements.

These forward-looking statements involve risks and uncertainties, such as statements of Guaranty’s plans, objectives, expectations, estimates and intentions, that are subject to change based on various important factors (some of which are beyond Guaranty’s control). The following factors, among others, could cause Guaranty’s financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the ability to successfully manage and integrate any future acquisitions if and when Guaranty’s board of directors and management conclude any such acquisitions are appropriate; the strength of the United States economy in general and the strength of the local economies in which Guaranty conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve, inflation, interest rates, market and monetary fluctuations; the timely development of and acceptance of new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors’ products and services; the willingness of users to substitute competitors’ products and services for Guaranty’s products and services; Guaranty’s success in gaining regulatory approval of our products and services, when required; the impact of changes in financial services laws and regulations (including laws concerning taxes, banking, securities and insurance); technological changes; changes in consumer spending and saving habits; Guaranty’s success at managing the risks resulting from these factors; and other factors set forth in reports and other documents filed by Guaranty with the SEC from time to time.

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