S-8

As filed with the Securities and Exchange Commission on July 3, 2014 Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CORDIA BANCORP INC.

(Exact name of registrant as specified in its charter)

Virginia	26-4700031
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

11730 Hull Street Road

Midlothian, Virginia 23112

(804) 744-7576

(Address, including zip code, and telephone number,

including area code, of registrant's principal executive offices)

Bank of Virginia 2011 Stock Incentive Plan

(Full title of the plan)

  Jack C. Zoeller President and Chief Executive Officer Cordia Bancorp Inc. 11730 Hull Street Road Midlothian, Virginia 23112 (804) 744-7576 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Aaron M. Kaslow, Esq. Kilpatrick Townsend & Stockton LLP 607 14^th Street, NW, Suite 900 Washington, DC 20005 (202) 508-5800  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 126-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨	Accelerated filer   ¨
Non-accelerated filer    ¨  (Do not check if a smaller reporting company)	Smaller reporting company x

CALCULATION OF REGISTRATION FEE
Title of securities to be registered	Amount to be registered (1)			Proposed maximum offering price per share			Proposed maximum aggregate offering price		Amount of registration fee
Common Stock $0.01 par value		800,000	(2)	$	4.25	(3)	$	3,400,000	$	438

(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares to be issued pursuant to the Bank of Virginia 2011 Stock Incentive Plan (“2011 Plan”) as the result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Cordia Bancorp Inc., as permitted by Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) This registration statement registers an additional 800,000 shares of common stock issuable under the 2011 Plan. An aggregate of 106,240 shares (after giving effect to the 1-for-5 reverse stock split of Bank of Virginia and the share exchange with Cordia Bancorp Inc.) issuable under the 2011 Plan have previously been registered under Registration Statement 333-188301.

(3) Estimated solely for the purpose of computing the registration fee. In accordance with Rule 457(c) and (h) under the Securities Act, the maximum offering price per share is based on the average of the high and the low prices reported on July 1, 2014.

This Registration Statement shall become effective immediately upon filing in accordance with Section 8(a)

of the Securities Act of 1933, as amended and 17 C.F.R. §230.462.

Incorporation of Previous Registration Statement

Pursuant to General Instruction E of Form S-8, this Registration Statement is filed solely to register an additional 800,000 shares of common stock of Cordia Bancorp Inc. (the “Company”) under the Bank of Virginia 2011 Stock Incentive Plan (the “2011 Plan”), which increase in shares was approved by the shareholders of the Company at the Company’s annual meeting of shareholders held on June 25, 2014. Pursuant to Instruction E, the contents of the Company’s Registration Statement No. 333-188301 is hereby incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Cordia Bancorp Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midlothian, Commonwealth of Virginia on this 3rd day of July, 2014.

CORDIA BANCORP INC.
By:	/s/ Jack C. Zoeller
	Jack C. Zoeller
	President, Chief Executive Officer and Director
	(principal executive officer)

SIGNATURES AND POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Jack C. Zoeller and Mark A. Severson, as the true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments to the Form S-8 registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and things requisite and necessary to be done as fully, and to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

July 3, 2014	By:	/s/ Jack C. Zoeller
		Jack C. Zoeller
		President and Chief Executive Officer, Director
		(Principal Executive Officer)
July 3, 2014	By:	/s/ Mark A. Severson
		Mark A. Severson
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)
July 3, 2014	By:	/s/ Peter W. Grieve
		Peter W. Grieve
		Chairman of the Board
July 3, 2014	By:	/s/ David C. Bushnell
		David C. Bushnell
		Director

July 3, 2014	By	/s/ G. Waddy Garrett
		G. Waddy Garrett
		Director
July 3, 2014	By	/s/ Thomas L. Gordon
		Thomas L. Gordon
		Director
July 3, 2014	By	/s/ Hunter R. Hollar
		Hunter R. Hollar
		Director
July 3, 2014	By	/s/ Michael F. Rosinus
		Michael F. Rosinus
		Director
July 3, 2014	By	/s/ Raymond H. Smith, Jr.
		Raymond H. Smith, Jr.
		Director
July 3, 2014	By	/s/ Todd S. Thomson
		Todd S. Thomson
		Director
July 3, 2014	By	/s/ John P. Wright
		John P. Wright
		Director
July 3, 2014	By	/s/ David Zlatin
		David Zlatin
		Director

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
5.0	Opinion of Kilpatrick Townsend & Stockton LLP	Filed herewith.
23.1	Consent of Kilpatrick Townsend & Stockton LLP	Contained in the opinion included as Exhibit 5.0.
23.2	Consent of Yount, Hyde & Barour, P.C.	Filed herewith.
24.0	Power of Attorney	Located on the signature page.
99.1	Bank of Virginia 2011 Stock Incentive Plan	Incorporated by reference  to Exhibit 10.5 to the Company’s Registration Statement on Form S-4 (File No. 333-186087), as amended, initially filed with the SEC on January 18, 2013.

EX-5.0

	Suite 900, 607 14th Street, NW Washington, DC 20005-2018 t 202 508 5800 f 202 508 5858
July 3, 2014	direct dial 202 508 5825 direct fax 202 204 5600 akaslow@kilpatricktownsend.com

Board of Directors

Cordia Bancorp Inc.

11730 Hull Street Road

Midlothian, Virginia 23112

Re: Bank of Virginia 2011 Stock Incentive Plan

Board Members:

We have been requested by Cordia Bancorp Inc., a Virginia corporation (the “Company”), to issue our opinion in connection with the registration of shares of the Company’s common stock, par value $0.01 per share, under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement on Form S-8 (the “Registration Statement”) covers 800,000 shares of common stock which may be issued upon the exercise of options to purchase shares of such common stock to be granted under the Bank of Virginia 2011 Stock Incentive Plan (the “Stock Incentive Plan”) or (ii) the granting of stock awards to be granted under the Stock Incentive Plan.

We have made such legal and factual examinations and inquiries as we have deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed but have not verified: (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity with the originals of all documents supplied to us as copies; and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact in each case given or made available to us by the Company or its subsidiaries.

Based on the foregoing, and limited in all respects to Virginia law, it is our opinion that the shares reserved for issuance and distribution under the Stock Incentive Plan are duly authorized, and that, with respect to the shares issuable upon the exercise of stock options to be granted under the Stock Incentive Plan, upon payment for such shares, and, with respect to the issuance of shares upon the granting of stock awards to be granted under the Stock Incentive Plan, upon issuance of such shares in the manner described in the Stock Incentive Plan, all such shares will be validly issued, fully paid and nonassessable.

We note that, although certain portions of the Registration Statement (the financial statements and schedules) have been included therein (through incorporation by reference) on the authority of “experts” within the meaning of the Securities Act, we are not experts with respect to any portion of the Registration Statement, including, without limitation, the financial statements or schedules or the other financial information or data included therein or omitted therefrom.

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Board of Directors

Cordia Bancorp Inc.

July 3, 2014

Page 2

We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement on Form S-8.

Very truly yours,
KILPATRICK TOWNSEND & STOCKTON LLP
By:	/s/ Aaron M. Kaslow
	Aaron M. Kaslow, a Partner

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 26, 2014, relating to our audit of the consolidated financial statements of Cordia Bancorp Inc., which appears in the Annual Report on Form 10-K of Cordia Bancorp Inc., for the year ended December 31, 2013.

/s/ Yount, Hyde & Barbour, P.C.

Winchester, Virginia

July 3, 2014