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 30, 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 1.01	Entry into a Material Definitive Agreement
Items 9.01	Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
10.1	Second Amendment to Securities Purchase Agreement, by and among Patriot National Bancorp, Inc., Patriot National Bank and PNBK Holdings LLC, dated as of August 30, 2010
99.1	Press Release dated August 31, 2010

Item 1.01	Entry into a Material Definitive Agreement
	On December 17, 2009, Patriot National Bancorp, Inc. (the “Company”) announced that it had entered into a Securities Purchase Agreement (the “SPA”) dated as of December 16, 2009, by and among the Company, its wholly owned subsidiary, Patriot National Bank (the “Bank”), and PNBK Holdings LLC (“Holdings”), pursuant to which Holdings agreed to invest up to $50,000,000 to purchase up to 33,333,333 shares of Company common stock (as adjusted) at a purchase price of $1.50 per share. On May 4, 2010, the Company announced that it had entered into a First Amendment to Securities Purchase Agreement (the “First Amendment”), dated as of May 3, 2010, by and among the Company, the Bank and Holdings, to extend the outside closing date of the SPA to no later than August 31, 2010, unless mutually consented to in writing by the parties. On August 30, 2010, the Company, the Bank and Holdings entered into a Second Amendment to Securities Purchase Agreement (the “Second Amendment”), extending the outside closing date of the SPA to October 15, 2010.  The Second Amendment provides that the SPA shall automatically terminate if the transactions contemplated by the SPA are not consummated by 5:00 p.m., October 15, 2010. The foregoing description of the terms of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, which is included as Exhibit 10.1 hereto and incorporated herein by reference. On August 31, 2010, the Company issued a press release reporting the entry into the Second Amendment.   A copy of the press release is being filed 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
	10.1	Second Amendment to Securities Purchase Agreement, by and among Patriot National Bancorp, Inc., Patriot National Bank and PNBK Holdings LLC, dated as of August 30, 2010
	99.1	Press Release dated August 31, 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 31, 2010	By:  /s/ Robert F. O'Connell
	Robert F. O'Connell
	Senior Executive Vice President
	and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Second Amendment to Securities Purchase Agreement, by and among Patriot National Bancorp, Inc., Patriot National Bank and PNBK Holdings LLC, dated as of August 30, 2010
99.1	Press Release dated August 31, 2010

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT

SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of August 30, 2010, by and among Patriot National Bancorp, Inc., a Connecticut corporation (“Patriot”), Patriot National Bank, a national banking association (the “Bank” and, together with Patriot, the “Companies”), and PNBK Holdings LLC, a Delaware limited liability company (the “Investor”).  Capitali zed terms used but not defined herein shall have the meanings given them in the SPA (as defined below).

WHEREAS, the Companies and the Investor are parties to that certain Securities Purchase Agreement, dated as of December 16, 2009, as amended by the First Amendment to the Securities Purchase Agreement, dated as of May 3, 2010, by and among Patriot, the Bank and the Investor (the “SPA”); and

WHEREAS, the Companies and the Investor desire to further amend the SPA as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Amendment to SPA.  Section 7(a)(iii) of the SPA is hereby amended by replacing Section 7(a)(iii) in its entirety with the following:

“(iii) By the Investor or the Companies, in the event the transactions contemplated hereby are not consummated and closed by 5:00 p.m. eastern time October 15, 2010. The Parties agree that the Closing Date shall in no event occur later than October 15, 2010. The Parties further agree that in the event the transaction is not consummated and closed on or before October 15, 2010, the Agreement shall be automatically terminated and be of no further force or effect as of 5:00 p.m. eastern time October 15, 2010, without further action by either party and regardless of whether any party is then in breach of this Agreement and except for those provisions of this Agreement, including but not limited to Sections 7(b), 6.1(d)(v) and Section 8, which by the express terms of this Agreement survive the termination hereof. Further more, the failure to consummate the Closing as foresaid and the automatic termination of this Agreement, as set forth above, shall constitute a mutual consent as if in writing by the Investor and the Companies to the termination of this Agreement and the abandonment of the transaction, pursuant to Section 7(a)(i) of this Agreement, effective October 15, 2010, as of 5:00 p.m. eastern time as set forth above;”

2. Ratification of SPA.  Except to the extent specifically amended hereby, the terms, provisions and conditions of the SPA are hereby ratified and confirmed and shall remain unmodified and in full force and effect in all other respects.  This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the SPA.

3. Counterparts.  This Amendment may be executed in counterparts, each counterpart when so executed and delivered, including by facsimile or electronic mail, constituting an original, but all such counterparts together will constitute one and the same instrument.

4. Governing Law.  Regardless of any conflict of law or choice of law principles that might otherwise apply, this Amendment shall be governed exclusively by the laws of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

PATRIOT NATIONAL BANCORP, INC.

By:  /s/ Charles F. Howell

Name:  Charles F. Howell

Title:  President and Vice Chairman

PATRIOT NATIONAL BANK

By:  /s/ Charles F. Howell

Name:  Charles F. Howell

Title:  President and Chief Executive Officer

PNBK HOLDINGS LLC

By:   PNBK Sponsor LLC,

its Managing Member

By:  /s/ Michael A. Carrazza

Name:  Michael A. Carrazza

Title:  Manager

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

PATRIOT NATIONAL BANCORP, INC. ANNOUNCES SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT

STAMFORD, CONNECTICUT, AUGUST 31, 2010 – Patriot National Bancorp, Inc. (NASDAQ:PNBK), parent of Patriot National Bank, announced that it has entered into an amendment to its Securities Purchase Agreement (the “SPA”) with PNBK Holdings LLC (“Holdings”), pursuant to which the parties agreed to extend the outside closing date under the SPA from August 31, 2010 to 5:00 p.m., October 15, 2010.

“The extension allows PNBK Holdings additional time to obtain regulatory approvals necessary to close the transaction approved by Patriot National Bancorp’s shareholders on August 25, 2010,” said Mr. Charles F. Howell, President of Patriot.

“This extension represents a necessary step in finalizing Holdings’ investment in Patriot,” said Mr. Michael Carrazza of Holdings.  “We continue to believe that this transaction will benefit Patriot, its shareholders and the communities which it serves.”

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.  In addition, we set forth 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 obligation to update such forward-looking statements except as required by law.