8-A12B 1 form8a_073123.htm BV FINANCIAL, INC. FORM 8-A JULY 31, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

BV Financial, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
 
14-1920944
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

7114 North Point Road
   
Baltimore, Maryland
 
21219
(Address of principal executive offices)
 
(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Common stock, $0.01 par value per share
 
The Nasdaq Stock Market LLC
(Title of each class to be so registered)
 
(Name of each exchange on which each class is to be registered)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ⌧

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable):  333-270496

Securities to be registered pursuant to Section 12(g) of the Act:

     
 
(Title of class)
 


Item 1. Description of Registrant’s Securities to be Registered.

For a description of the Registrant’s securities to be registered, reference is made to the sections “Description of Capital Stock of BV Financial” and “Market for the Common Stock” in the Prospectus dated May 15, 2023, filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the Prospectus Supplement dated June 23, 2023, filed pursuant to Rule 424(b) of the Securities Act, which sections are hereby incorporated by reference.  For a description of the provisions of the Registrant’s Articles of Incorporation and Bylaws that may render a change in control of the Registrant more difficult, reference is made to the sections “Restrictions on Acquisition of BV Financial” and “Description of Capital Stock of BV Financial” contained in the Prospectus, as supplemented by the Prospectus Supplement, which sections are incorporated herein by reference.

Item 2. Exhibits.

3.1

3.2

4


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.


   
BV FINANCIAL, INC.
     
     
DATE: July 31, 2023
By:  
 /s/ David M. Flair
   
David M. Flair
Co-President and Chief Executive Officer