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): June 29, 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 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

On June 29, 2018, Patriot National Bancorp, Inc. (the “Company”) entered into certain subordinated note purchase agreements with two institutional accredited investors and completed a private placement (the “Offering”) of $10 million of fixed-to-floating rate subordinated notes with the maturity date of June 30, 2028 (the “Notes”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.

The Notes will initially bear interest at 6.25% per annum, from and including June 29, 2018, to but excluding, June 30, 2023, payable semi-annually in arrears. From and including June 30, 2023, to but excluding June 30, 2028 or early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month LIBOR (but not less than zero) plus 332.5 basis points, payable quarterly in arrears.  The Company may, at its option, beginning on June 30, 2023 and on any scheduled interest payment date thereafter, redeem the Notes.

The Company will use the net proceeds from the sale of the Notes for general corporate purposes, which includes capital to finance and support acquisitions, and for investment in Patriot Bank, N. A., a wholly-owned subsidiary of the Company, as regulatory capital.

Section 2 – Financial Information

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

Disclosures under Item 1.01 above are incorporated hereunder in their entirety.

This Current Report on Form 8-K is not and shall not be deemed to be an offer to sell or the solicitation of an offer to buy any of the Notes described herein.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

On July 2, 2018, the Company issued a press release, attached hereto as Exhibit 99.1, regarding the completion of the Offering and its entry into the 2018 Russell Microcap Index.

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 July 2, 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: July 2, 2018	By:	/s/ Richard Muskus
		Name: Richard Muskus
		Title: President

EX-99.1

Exhibit 99.1

Patriot Completes $10 Million Subordinated Debt Offering; Enters FTSE Russell Microcap Index

STAMFORD, Conn., July 02, 2018 (GLOBE NEWSWIRE) -- Patriot National Bancorp, Inc. (NASDAQ: PNBK), the parent company of Patriot Bank, N.A. (“Patriot”) announced today that it has completed the private placement of $10 million in fixed-to-floating rate subordinated notes due 2028 (the “Notes”).  A material portion of the proceeds from the sale of the Notes will be down-streamed to Patriot as regulatory capital, which will be used for financing of its pending acquisition and for general corporate purposes.

Patriot’s Chairman and CEO, Michael Carrazza, stated, “We are pleased to announce the completion of our $10 million subordinated debt offering to support our strategic growth plans and further strengthening of Patriot.”   Patriot recently acquired Prime Bank of Orange, CT and, subject to requisite regulatory approvals, will complete its acquisition of Hana Small Business Lending, a leading SBA lending platform later in 2018.

The Notes will initially bear interest at 6.25% per annum, beginning June 29, 2018 through June 29, 2023, payable semi-annually in arrears.  From June 30, 2023 through June 29, 2028, or up to an early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month LIBOR plus 332.5 basis points, payable quarterly in arrears.  Beginning on June 30, 2023 through maturity, the Notes may be redeemed, at PNBK’s option, on any scheduled interest payment date.  The Notes will mature on June 30, 2028. 

The Notes were assigned a BBB rating by Egan-Jones Rating Agency and are expected to qualify as regulatory Tier 2 capital for Patriot National Bancorp, Inc.

Sandler O’Neill + Partners, L.P. served as the lead placement agent and Brean Capital, LLC served as the co-placement agent for the offering.  The Company was advised by Holland & Knight LLP and the placement agents were advised by Shapiro Bieging Barber Otterson LLP.

In addition, PNBK is pleased to announce its entry into the 2018 Russell Microcap Index, which was reconstituted in June 2018.

About Patriot Bank

Founded in 1994, Patriot National Bancorp, Inc. is the parent holding company of Patriot Bank N.A., 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 businesses 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.

“Safe Harbor” Statement Under Private Securities Litigation Reform Act of 1995

Certain statements contained in Bancorp’s public statements, including this one, may be forward looking and subject to a variety of risks and uncertainties. These factors include, but are not limited to, (1) changes in prevailing interest rates which would affect the interest earned on Bancorp’s interest earning assets and the interest paid on its interest bearing liabilities, (2) the timing of repricing of Bancorp’s interest earning assets and interest bearing liabilities, (3) the effect of changes in governmental monetary policy, (4) the components of Bancorp’s periodic earnings and assets, (5) the fact that certain of the income recognized by Bancorp in any quarter may not be repeated in future periods, (6) the effect of changes in regulations applicable to Bancorp and the Bank and the conduct of its business, (7) changes in competition among financial service companies, including possible further encroachment of non-banks on services traditionally provided by banks, (8) the ability of competitors that are larger than Bancorp to provide products and services which it is impracticable for Bancorp to provide, (9) the state of the economy and real estate values in Bancorp’s market areas, and the consequent effect on the quality of Bancorp’s loans, (10) recent governmental initiatives that are expected to have a profound effect on the financial services industry and could dramatically change the competitive environment of the Company, (11) other legislative or regulatory changes, including those related to residential mortgages, changes in accounting standards, and Federal Deposit Insurance Corporation (“FDIC”) premiums that may adversely affect the Company, (12) the application of generally accepted accounting principles, consistently applied,  (13) the fact that one period of reported results may not be indicative of future periods,  (14)  the state of the economy in the greater New York metropolitan area and its particular effect on the Company’s customers, vendors and communities and other such factors, including risk factors, as may be described in Bancorp’s other filings with the SEC.

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