8-K

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):  August 25, 2010

Patriot National Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Connecticut	000-29599	06-1559137
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

900 Bedford Street, Stamford, Connecticut  06901

(Address of principal executive offices)

(203) 324-7500

(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:

¨ 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))

TABLE OF CONTENTS
Item 5.07	Submission of Matters to a Vote of Security Holders
Items 9.01	Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
99.1	Press Release Dated August 25, 2010

Item 5.07	Submission of Matters to a Vote of Security Holders
	On August 25, 2010, Patriot National Bancorp, Inc. (the “Company”) held a Special Meeting of its Shareholders (the “Special Meeting”).   At the Special Meeting, the Company’s shareholders approved the three proposals to be acted upon at the Special Meeting, including approval of the issuance and sale by the Company of shares to PNBK Holdings LLC pursuant to the Securities Purchase Agreement entered into in December 2009, subject to the terms and conditions set forth in the Securities Purchase Agreement. On August 25, 2010, the Company issued a press release reporting the results of the Special Meeting.   A copy of the press release is being furnished as Exhibit 99.1.
Item 9.01	Financial Statements and Exhibits
	(a)Not applicable. (b)Not applicable. (c)Not applicable. (d)Exhibits
Exhibit No.	Description
99.1	Press Release dated August 25, 2010

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.
	PATRIOT NATIONAL BANCORP, INC.
	Registrant
August 25, 2010	By:  /s/ Robert F. O'Connell
	Robert F. O'Connell
	Senior Executive Vice President
	and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated August 25, 2010.

EX-99.1

Contact:

Patriot National Bank

900 Bedford Street

Stamford, CT 06901

Charles F. Howell

President and CEO

Robert F. O’Connell

SEVP & CFO

(203) 324-7500

FOR IMMEDIATE RELEASE

STAMFORD, CONNECTICUT, AUGUST 25, 2010 – Patriot National Bancorp, Inc. (NASDAQ:PNBK), parent of Patriot National Bank, announced the results of its Special Meeting of Shareholders held on August 25, 2010, including approval of the issuance and sale by the Company of shares to PNBK Holdings LLC (“Holdings”) pursuant to the Securities Purchase Agreement entered into in December 2009, subject to the terms and conditions set forth in the Securities Purchase Agreement.

The following matters were approved by the Company’s shareholders at the Special Meeting:

·   An amendment to the Company’s Certificate of Incorporation to reduce the par value of a share of Company common stock from $2.00 per share to $0.01 per share;

·   An amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Company common stock from 60,000,000 to 100,000,000 shares; and

·   The Securities Purchase Agreement between the Company, Patriot National Bank and Holdings and the issuance and sale by the Company of approximately 33,333,333 shares of Company common stock (as adjusted) to Holdings.

“The approval of Patriot shareholders represents the completion of a required step in the Holdings transaction,” said Angelo De Caro, Chairman of Patriot.

“We are very excited that Patriot shareholders demonstrated such overwhelming support for the Holdings transaction,” said Mr. Michael Carrazza of Holdings.  “We believe that this transaction provides the means to restore the Bank to ‘well-capitalized’ status and positions Patriot for recovery and long-term sustainable growth.”

Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements.  A discussion of certain risks in our reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and Quarterly Reports on 10-Q filed thereafter, which could cause actual results to differ from those projected.  We undertake no obligatio n to update such forward-looking statements except as required by law.