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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): July 25, 2022
 
UNITED BANCSHARES, INC/OH
(Exact name of Registrant as specified in its Charter)
 
 
 
Ohio
000-29283
34-1516518
(State or other jurisdiction of
incorporation)
(Commission File No.)
(IRS Employer Identification Number)
 
105 Progressive Drive, Columbus Grove, Ohio
45830-1241
(Address of principal executive offices)
(Zip Code)
 
Registrants telephone number, including area code:
(419) 659-2141
 
N/A
(Former name or former address, if changed since last report)
 
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of Each Exchange
Common Stock, No Par Value
UBOH
NASDAQ Global Market
 
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 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
United Bancshares, Inc. (the “Company”) (NASDAQ:UBOH), the holding company parent of The Union Bank Company, an Ohio-chartered commercial bank headquartered in Columbus Grove, Ohio, announced today that it has notified the NASDAQ Stock Market of the Company’s intent to voluntarily delist its common stock from the NASDAQ Capital Market and withdraw the registration of its common stock with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a Form 25 with the SEC to remove its common stock from listing on the NASDAQ Capital Market and to deregister its stock under Section 12(b) of the Exchange Act on or about August 17 2022. The Company expects the last trading day of its shares of common stock on the NASDAQ Capital Market will be on or about August 26, 2022.  The Company intends to file a Form 15 with the SEC on or about September 5, 2022 to terminate the registration of its common stock under section 12(g) of the Exchange Act.  Once the termination is effective, which is expected to occur within 90 days of filing, the Company’s obligation to file proxy materials and comply with Section 16 Exchange Act beneficial ownership reporting rules will end.
 
The obligation of the Company to file periodic reports with the SEC, including reports on Forms 10-K, 10-Q and 8-K, pursuant to Section 15(d) of the Exchange Act, will continue for the balance of its fiscal year ending December 31, 2022. The Company intends to file a Form 15 with the SEC after the filing of its Annual Report on SEC form 10-K for its fiscal year ended December 31, 2022, filed in early 2023, and upon such filing the Company’s obligation to file reports under Section 15(d) of the Exchange Act, including SEC Form 10-K, 10-Q, and 8-K, will be suspended immediately. 
 
Following Nasdaq delisting, the Company expects its shares will be quoted on the OTCQX Market under the symbol “UBOH” beginning on or about August 29, 2022.
 
A copy of the press release dated July 25, 2022, giving details associated with the voluntary delisting, is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)    Exhibit
 
Exhibit
No.
 
Exhibit Description
     
99.1
 
Press Release issued by the Company on July 25, 2022.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
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 thereunto duly authorized.
 
 
United Bancshares, Inc.
 
       
       
Date:  July 25, 2022
By:
/s/ Brian D. Young
 
   
 Brian D. Young
 
   
 President and Chief Executive Officer