8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANTTO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)        April 28, 2017        

Southern First Bancshares, Inc.

(Exact name of registrant as specified in its charter)

South Carolina

(State or other jurisdiction of incorporation)

	000-27719	58-2459561
	(Commission File Number)	(IRS Employer Identification No.)
100 Verdae Boulevard, Suite 100, Greenville, SC		29607
(Address of principal executive offices)		(Zip Code)

	(864) 679-9000
(Registrant's telephone number, including area code)
	Not Applicable
(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 (17CFR 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 8.01Other Events.

On May 2, 2017, Southern First Bancshares, Inc. (the “Company”) completed the sale of 805,000 shares of its common stock, par value $0.01 per share, at public offering price of $32.75 per share, including 105,000 shares which were sold to the underwriter, Sandler O’Neill + Partners, L.P., pursuant to an option to purchase additional shares. The option to purchase additional shares was exercised in full by the underwriter on April 28, 2017.

The net proceeds from the offering, including the shares issued pursuant to the option exercise, totaled approximately $24.7 million, after deducting the underwriting discount as well as estimated offering expenses payable by the Company.

A copy of the press release issued by the Company announcing the closing of the offering is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
5.1	Opinion of Nelson Mullins Riley & Scarborough, LLP.
23.1	Consent of Nelson Mullins Riley & Scarborough, LLP (included in Exhibit 5.1).
99.1	Press Release dated May 2, 2017.

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.

SOUTHERN FIRST BANCSHARES, INC.
By:	/s/ Michael D. Dowling
Name:	Michael D. Dowling
Title:	Chief Financial Officer

May 2, 2017

EX-5.1

Exhibit 5.1

May 2, 2017

Board of Directors
Southern First Bancshares, Inc.
100 Verdae Boulevard, Suite 100
Greenville, South Carolina 29607

Re: Registration Statement on Form S-3 of Southern First Bancshares, Inc. (No. 333-217031)

Dear Ladies and Gentlemen:

We have acted as counsel to Southern First Bancshares, Inc. (the “Company”) in connection with the public offering of 105,000 shares of common stock, par value $0.01 per share (the “Shares”), of the Company, which are being issued pursuant to the underwriter’s purchase option subject to the terms of that certain Underwriting Agreement, dated April 27, 2017, by and among the Company, its wholly-owned bank subsidiary, Southern First Bank, and Sandler O'Neill & Partners, L.P. The Shares are to be offered and sold by the Company pursuant to a prospectus supplement, dated April 27, 2017, and the accompanying base prospectus, dated March 30, 2017 (collectively, the “Prospectus”), that form part of the Company’s effective registration statement on Form S-3 (File No. 333-217031) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with the issuance of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(a)	the Notice of Exercise of Over-Allotment Option, dated April 28, 2017, from Sandler O'Neill & Partners, L.P.;
(b)	the Articles of Incorporation of the Company filed with the South Carolina Secretary of State on March 29, 1999, the Amended and Restated Articles of Incorporation filed with the South Carolina Secretary of State on July 16, 1999 and the Articles of Amendment to the Amended and Restated Articles of Incorporation filed with the South Carolina Secretary of State on June 25, 2007 and February 24, 2009;
(c)	the Amended and Restated Bylaws of the Company filed as Exhibit 3.4 to the Company’s Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on March 24, 2008;
(d)	the Registration Statement, including the Prospectus;
(e)	a specimen certificate representing the Shares; and
(f)	certain resolutions adopted by the Board of Directors of the Company with respect to the issuance of the Shares.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

In our examination, we have assumed and have not verified (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures (other than persons signing on behalf of the Company), (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity with the originals of all documents supplied to us as copies, (v) the accuracy and completeness of all corporate records and documents made available to us by the Company, and (vi) that the foregoing documents, in the form submitted to us for our review, have not been altered or amended in any respect material to our opinion stated herein.

The opinion letter which we render herein is limited to those matters governed by the laws of the State of South Carolina as of the date hereof. Our opinion expressed herein is as of the date hereof, and we assume no obligation to revise or supplement the opinion rendered herein should the above-referenced laws be changed by legislative or regulatory action, judicial decision or otherwise. We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when sold as described in the Prospectus, will be validly issued, fully paid and non-assessable.

This opinion is limited to the specific issues addressed herein, and no opinion may be implied or inferred beyond the opinion expressly stated above.

We hereby consent to your filing of this opinion with Commission as an exhibit to a Current Report on Form 8-K to be incorporated by reference in the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus contained therein. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC adopted under the Securities Act.

Sincerely,

/s/ Nelson Mullins Riley & Scarborough, LLP

Nelson Mullins Riley & Scarborough, LLP

EX-99.1

Exhibit 99.1

Southern First Bancshares, Inc. Announces Closing of Public Offering

Greenville, South Carolina, May 2, 2017 – Southern First Bancshares, Inc. (NASDAQ: SFST), the Company, announced today that it has completed its previously announced public offering of 805,000 shares of its common stock at a public offering price of $32.75 per share, including the exercise in full by the underwriter, Sandler O’Neill + Partners, L.P., of its option to purchase an additional 105,000 shares. The offering resulted in gross proceeds of $26.4 million and net proceeds of approximately $24.7 million. The Company intends to use the proceeds of the offering to improve its capital structure, including by repaying its $10 million holding company line of credit, to fund future organic growth and for working capital and other general corporate purposes.

Sandler O’Neill + Partners, L.P. served as the sole underwriter for the offering.

This announcement is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities of the Company, which is made only by means of a prospectus supplement and related base prospectus, nor will there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Company has filed a shelf registration statement (including a prospectus) (File No. 333-217031) and a preliminary prospectus supplement with the Securities and Exchange Commission, or the SEC, for the offering to which this communication relates. The sale of shares of common stock in the underwritten offering is being made solely pursuant to such prospectus supplement and accompanying base prospectus.Before you invest, you should read the prospectus in the registration statement, the preliminary prospectus supplement, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov or by visiting the Company’s website at www.southernfirst.com. Alternatively, copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting Sandler O’Neill + Partners, L.P., 1251 Avenue of the Americas, 6^th Floor, New York, New York 10020, or by phone at 1-866-805-4128.

ABOUT SOUTHERN FIRST BANCSHARES, INC.
Southern First Bancshares, Inc., Greenville, South Carolina is a registered bank holding company incorporated under the laws of South Carolina and serves as the parent company to Southern First Bank. Southern First Bank operates in nine locations in the Greenville, Columbia, and Charleston markets of South Carolina along with one location in Raleigh, North Carolina. Southern First Bancshares, Inc. has assets of approximately $1.47 billion and its common stock is traded in The NASDAQ Global Market under the symbol SFST.

FORWARD-LOOKING STATEMENTSThe statements contained herein that are not historical facts are forward-looking statements (as defined by the Private Securities Litigation Reform Act of 1995) and are based on management's current expectations and beliefs concerning future developments and their potential effects on the Company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. These statements are evidenced by terms such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions. Although these statements reflect management’s good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. These projections involve risks and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. For a discussion of these risks and uncertainties, see the section of the periodic reports filed by Southern First Bancshares, Inc. with the SEC entitled “Risk Factors”.

The Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.

FINANCIAL CONTACT: MIKE DOWLING 864-679-9070
 

MEDIA CONTACT: ART SEAVER 864-679-9010
 

WEB SITE: www.southernfirst.com