UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2019
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to to
Commission file number: 001-38817
MainStreet Bancshares, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Virginia |
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81-2871064 |
(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
10089 Fairfax Boulevard, Fairfax, VA 22030
(Address of Principal Executive Offices and Zip Code)
(703) 481-4567
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Securities registered pursuant to Section 12(b) of the Act.
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock |
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MNSB |
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The Nasdaq Stock Market LLC |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of May 10, 2019, there were 8,250,259 outstanding shares, par value $4.00 per share, of the issuer’s common stock.
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MainStreet Bancshares, Inc. (the “Registrant”) is filing this Amendment (the “Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the U.S. Securities and Exchange Commission on May 15, 2019 (the “Form 10-Q”), solely to correct an error in Exhibit 32.0 to that report. The certification in Exhibit 32.0 incorrectly indicated that the Form 10-Q related to the quarter ended September 30, 2018 rather than the quarter ended March 31, 2019. Exhibit 32.0 to this Form 10-Q/A correctly indicates that the quarter covered by the Form 10-Q, as amended by this Form 10-Q/A, is for the quarter ended March 31, 2019.
This Form 10-Q/A should be read in conjunction with and is presented as of May 15, 2019, the filing date of the Form 10-Q. No other changes have been made to the Form 10-Q, and the Form 10Q/A does not reflect events that may have occurred subsequent to May 15, 2019, or modify in any way disclosures made in the Form 10-Q, other than as described above.
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Item 6. |
Exhibits. |
The exhibits required to be furnished pursuant to Item 6 are listed in the Exhibit Index filed herewith.
Exhibit Number |
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Description |
31.1* |
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Rule 13a-15(e)/15d-15(e) Certification of Chief Executive Officer |
31.2* |
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Rule 13a-15(e)/15d-15(e) Certification of Chief Financial Officer |
32.0# |
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* Previously filed
# Furnished herewith
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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.
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MAINSTREET BANCHSHARES, INC |
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(Registrant) |
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Date: July 18, 2019 |
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By: |
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/s/ Jeff W. Dick |
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Jeff W. Dick |
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Chairman & Chief Executive Officer |
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(Principal Executive Officer) |
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Date: July 18, 2019 |
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By: |
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/s/ Thomas J. Chmelik |
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Thomas J. Chmelik |
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Senior Executive Vice President and |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
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Exhibit 32.0
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of MainStreet Bancshares, Inc. (the “Company”) for the quarter ended March 31, 2019, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
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By: |
/s/ Jeff W. Dick |
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Jeff W. Dick |
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Chairman and Chief Executive Officer |
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(principal executive officer) July 18, 2019 |
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By: |
/s/ Thomas J. Chmelik |
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Thomas J. Chmelik |
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Senior Executive Vice President and Chief Financial Officer |
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(principal financial and accounting officer) July 18, 2019 |