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 3, 2023
QUAINT OAK BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania	000-52694	35-2293957
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
501 Knowles Avenue, Southampton, Pennsylvania	18966
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code	(215) 364-4059
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 (see General Instruction A.2 below):
☐  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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each Class Trading Symbol(s) Name of each exchange on which registered

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. ☐

Item 1.01         Entry Into a Material Definitive Agreement

On April 3, 2023, Quaint Oak Bancorp, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the previously disclosed Stock Purchase Agreement (the “Stock Purchase Agreement”) with FNCB Bancorp, Inc. (“FNCB”) pursuant to which the Company agreed to sell up to 222,196 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) to FNCB, subject to the approval of, among others, federal banking regulators, as well as the satisfaction of other customary closing conditions.

As previously disclosed, on December 12, 2022, pursuant to the Stock Purchase Agreement the Company sold 105,904 shares of Common Stock, or approximately 4.9% of the then outstanding shares of Common Stock, to FNCB for a purchase price of $2,382,840 (the “Shares”). Under the terms of the Stock Purchase Agreement, the Company agreed to sell up to an additional 116,292 shares of Common Stock to FNCB in a second closing (the “Additional Shares”), provided that FNCB will not beneficially own more than 9.9% of the outstanding Common Stock upon completion of the sale of the Additional Shares.

The purpose of the Amendment was to:

(i)	clarify that the purchase price per share of the Additional Shares is based on the thirty (30) day volume weighted average closing price of the Common Stock as of the day immediately preceding the closing of the sale of the Additional Shares; and
(ii)	extend until April 30, 2023, the right of the Company and FNCB to terminate the Stock Purchase Agreement if the purchase of the Additional Shares has not occurred on or before such date.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to, and incorporated herein by reference, the full text of the Amendment, which is filed herewith as Exhibit 10.1.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. 

Item 9.01         Financial Statements and Exhibits

(d)         Exhibits

The following exhibits are included with this Report:

Exhibit Number	Description
10.1	Amendment No. 1 to Stock Purchase Agreement between Quaint Oak Bancorp, Inc. and FNCB Bancorp, Inc., dated as of April 3, 2023
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

		QUAINT OAK BANCORP, INC.
Date: April 4, 2023	By:	/s/John J. Augustine
	Name:	John J. Augustine
	Title:	Executive Vice President and Chief Financial   Officer

EX-1

AMENDMENT NO. 1

TO

STOCK PURCHASE AGREEMENT

This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, dated as of April 3, 2023 (this “Amendment”), to that certain Stock Purchase Agreement, dated as of December 12, 2022 (the “Agreement”), by and between Quaint Oak Bancorp, Inc., a Pennsylvania corporation (the “Company”), and FNCB Bancorp, Inc., a Pennsylvania corporation (the “Purchaser”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.

Background:

A.         The Company and the Purchaser are parties to the Agreement, pursuant to which the Purchaser has agreed to purchase, and the Company has agreed to sell, an aggregate of 222,196 shares of Common Stock, on the terms and conditions set forth in the Agreement;

B.         The Purchaser purchased 105,904 shares of Common Stock at the First Closing on December 12, 2022 (representing 4.9% of the shares of Common Stock issued and outstanding upon consummation of the First Closing), and the Purchaser will purchase an additional 116,292 shares of Common Stock at the Second Closing upon satisfaction of all conditions relating to the Second Closing;

C.         The Company and the Purchaser desire to extend the termination date of the Agreement set forth in Section 8(ii) of the Agreement to accommodate completion of the regulatory approval process relating to the purchase of the 116,292 shares of Common Stock at the Second Closing; and

D.         Pursuant to Section 9.3 of the Agreement, the Agreement may be modified or amended by an instrument in writing signed by the Company and the Purchaser.

Agreement:

NOW, THEREFORE, in consideration of the foregoing mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1.          Amendment to Section 2.1 of the Agreement. Section 2.1 of the Agreement is hereby amended to add the following as a new final sentence of such Section:

“Notwithstanding the foregoing, the Per Share Purchase Price applicable to the Second Closing Shares shall be an amount equal to the thirty (30) day volume weighted average closing price of the Common Stock as of the day immediately preceding the Second Closing Date.”

2.          Amendment to Section 8(ii) of the Agreement. Section 8(ii) of the Agreement is hereby amended and restated to read in its entirety as follows:

“by either party, upon written notice to the other party, in the event that the Second Closing does not occur on or before April 30, 2023; provided, however, that the right to terminate the Agreement pursuant to this Section 8(ii) shall not be available to the terminating party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Second Closing to occur on or prior to such date.”

3.          General.

(a)         Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with the terms thereof. All references in the Agreement to “this Agreement” shall be deemed to refer to the Agreement as amended by this Amendment. In the event of any conflict between this Amendment and the Agreement, the provisions of this Amendment shall control for all purposes.

(b)         For the convenience of parties hereto, this Amendment may be executed in any number of separate counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other party. Executed signature pages to this Amendment may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

(c)         The provisions of Article 9 (Miscellaneous) of the Agreement shall apply mutatis mutandis to this Amendment, and to the Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.

(d)         The Agreement, as amended by this Amendment, constitutes the entire agreement and understanding between the parties hereto concerning the subject matter hereof and supersedes all oral communication and prior writings with respect thereto. No further amendment, modification or waiver in respect of the matters contemplated by this Amendment will be effective unless made in accordance with the terms of the Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by its duly authorized representative as of the date first above written.

	QUAINT OAK BANCORP, INC.
By:	/s/Robert T. Strong
Name:	Robert T. Strong
Title:	President and Chief Executive Officer
	FNCB BANCORP, INC.
By:	/s/Gerard A. Champi
Name:	Gerard A. Champi
Title:	President and Chief Executive Officer

XML

Document And Entity Information	Apr. 03, 2023
Document Information [Line Items]
Entity, Registrant Name	QUAINT OAK BANCORP, INC.
Document, Type	8-K
Document, Period End Date	Apr. 03, 2023
Entity, Incorporation, State or Country Code	PA
Entity, File Number	000-52694
Entity, Tax Identification Number	35-2293957
Entity, Address, Address Line One	501 Knowles Avenue
Entity, Address, City or Town	Southampton
Entity, Address, State or Province	PA
Entity, Address, Postal Zip Code	18966
City Area Code	215
Local Phone Number	364-4059
Entity, Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	None
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001391933