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 12, 2018

PATRIOT NATIONAL BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Connecticut	000-29599	06-1559137
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

900 Bedford Street, Stamford, Connecticut 06901

(Address of Principal Executive Offices) (Zip Code)

(203) 324-7500

(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:

☐	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.  ☐

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

On April 12, 2018, Patriot National Bancorp, Inc. (the “Company”) issued a press release, attached hereto as Exhibit 99.1, regarding the receipt of all requisite regulatory approvals to complete the merger with Prime Bank, a Connecticut bank headquartered in New Haven County, located in the Town of Orange, CT (“Prime Bank”) (PMHV:US). Closing of the merger will result in the Company’s second branch in Orange, CT. The merger is scheduled for closing in late April 2018.

The information contained herein and the exhibit attached herewith shall be deemed furnished and not filed.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Patriot National Bancorp, Inc., dated April 12, 2018

SIGNATURE

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.
Date: April 12, 2018	By:	/s/ Richard Muskus
		Name: Richard Muskus
		Title: President

EX-99.1

Exhibit 99.1

Contact:
Patriot Bank, N.A.	Michael Carrazza	Rick Muskus
900 Bedford Street	CEO & Chairman	President
Stamford, CT 06901	203-251-8230	203-252-5939
www.BankPatriot.com

Regulators Approve Patriot Bank Acquisition of Prime Bank

Acquisition Continues Momentum for Growing Stamford, CT-Based Financial Institution

Stamford, CT and Orange, CT- April 12, 2018 Patriot National Bancorp, Inc. (“Bancorp”)(NASDAQ: “PNBK”), the parent company of Patriot Bank, N.A. (“Patriot”), and Prime Bank headquartered in Orange, CT (“Prime”)(PMHV: US) announced that they have received all requisite regulatory approvals to complete their merger transaction. Closing of the transaction will result in Patriot’s second branch in New Haven County, located in the Town of Orange, CT.

The merger is scheduled for closing in late April 2018. As of December 31, 2017, Prime had approximately $68 million in total assets. The transaction promotes scale, liquidity, earnings and efficiency to Patriot’s operations and is expected to result in Patriot reaching total assets of $1 billion, organically, in the 2^nd half of 2018.

Patriot’s Chairman and CEO, Michael A. Carrazza, stated, “2017 was a strong and incredibly productive year for Patriot, which resulted in further operational improvements, substantial earnings increases and the development of two strategic transactions that fulfill our objectives of achieving growth, diversification and value creation for our shareholders. Both the Prime and Patriot teams are excited to complete the merger and begin realizing the operational and economic benefits of the business combination.”

In February, Patriot National Bancorp, Inc. announced record performance of $7.02 million in pre-tax earnings and $4.47 million in net income ($1.06 per share) for the year ended December 31, 2017, a 115% increase over the prior year.

“We are thrilled to move forward to complete our transaction with Patriot”, said Jay Jaser, Chairman and CEO of Prime Bank. “Combining Prime’s operations into Patriot’s growing enterprise will provide Prime’s employees with future opportunity, while providing enhanced services and product offerings to Prime’s loyal customers.”

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About Patriot Bank

Founded in 1994, Patriot National Bancorp, Inc. is the parent holding company of Patriot Bank N.A. (“Patriot”), a nationally chartered bank headquartered in Stamford, CT.  Patriot operates with full service branches in Connecticut and New York and provides lending products and services nationally. Patriot’s mission is to serve its local community and nationwide customer base by providing a growing array of banking solutions to meet the needs of individuals and small business owners. Patriot Bank places great value in the integrity of its people and how it conducts business.  An emphasis on building strong client relationships and community involvement are cornerstones of our philosophy as we seek to maximize shareholder value.

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