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): September 25, 2020

MainStreet Bancshares, Inc.

(Exact name of Registrant as Specified in Its Charter)

Virginia	001-38817	81-2871064
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
10089 Fairfax Boulevard, Fairfax, VA		22030
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 481-4567

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 Instructions 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MNSB	The Nasdaq Stock Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock)	MNSBP	The Nasdaq Stock Market LLC

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 8.01.  Other Events.

As previously disclosed, on September 15, 2020, MainStreet Bancshares, Inc. (the “Company”) closed its underwritten public offering of 1,000,000 depository shares, each representing 1/40^th of a share of 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock”), pursuant to an Underwriting Agreement dated September 10, 2020, by and among the Company and B. Riley Securities, Inc. and  Boenning and Scattergood, Inc., as representatives of the several underwriters named therein ( the “Underwriters”).

On September 25, 2020, the Company completed the sale of an additional 150,000 depositary shares (the “Option Shares”), pursuant to the Underwriters’ full exercise of their over-allotment option to purchase additional depositary shares. The Company received approximately $3.6 million in additional net proceeds for the Option Shares, after deducting underwriting discounts and commissions and before other expenses.

Total net proceeds to the Company from sale of the Option Shares and the 1,000,000 depositary shares sold in the initial closing, after deducting estimated expenses and underwriting discounts and commissions and the contingent management fee, were approximately $27.2 million.

Trading the depositary shares on the Nasdaq Capital Market commenced on September 16, 2020, under the symbol “MNSBP.”

The depositary shares were offered pursuant to the Company’s shelf Registration Statement on Form S-3 (File No. 333-241000) initially filed with the Securities and Exchange Commission (the “Commission”) on August 5, 2020, and declared effective by the Commission on August 24, 2020. The prospectus supplement relating to this offering is dated September 10, 2020.

In connection with the offering of the Option Shares, the Company is filing this Current Report on Form 8-K to add as an exhibit to the Registration Statement the opinion of counsel with respect to the legality of the Option Shares and the related Series A Preferred Stock. The legal opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
5.1	Opinion of Jones Walker LLP regarding the legality of the Option Shares and the related Series A Preferred Stock
23.1	Consent of Jones Walker LLP (included in Exhibit 5.1)

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 hereunto duly authorized.

	MAINSTREET BANCSHARES, INC
Date: September 25, 2020	By:	/s/ Jeff W. Dick
		Name: Jeff W. Dick
		Title: Chairman and Chief Executive Officer

EX-5.1

EXHIBIT 5.1

September 25, 2020

MainStreet Bancshares, Inc.

10089 Fairfax Boulevard

Fairfax, Virginia 22030

Ladies and Gentlemen:

We have acted as special counsel to MainStreet Bancshares, Inc., a Virginia corporation (the “Company”), in connection with the offering of an aggregate of 150,000 depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of the Company’s 7.50% Series A Fixed Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock”), with a liquidation preference of $1,000 per share of Series A Preferred Stock (equivalent to $25.00 per Depositary Share) and representing an aggregate of 3,750 shares (the “Shares”) of the Series A Preferred Stock, pursuant to the Underwriting Agreement, dated September 10, 2020 (the “Underwriting Agreement”) among the Company and Boenning & Scattergood, Inc. and B. Riley Securities, Inc., as representatives of the several other underwriters named in Schedule A to the Underwriting Agreement. The Shares are to be deposited against delivery of a depositary receipt (the “Depositary Receipt”) representing the Depositary Shares to be issued by American Stock Transfer & Trust Company, LLC (the “Depositary”) under a Deposit Agreement, dated as of September 15, 2020 (the “Deposit Agreement”), among the Company, the Depositary and holders from time to time of the Depositary Shares issued thereunder.

We have examined the Registration Statement on Form S-3 (File No. 333-24100) (the “Registration Statement”) filed by the Company on August 24, 2020 under the Securities Act of 1933, as amended; the Articles of Amendment to the Amended and Restated Articles of Incorporation, as amended, of the Company establishing the terms of the Series A Preferred Stock filed with the Virginia State Corporation Commission; and the Deposit Agreement. We also have examined a copy of a global Depositary Receipt representing the Depositary Shares. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

In rendering the opinions set forth below, we have assumed that the Deposit Agreement has been duly authorized, executed and delivered by the Depositary and is the valid and legally binding obligation of the Depositary, that the Depositary Receipts have been duly issued against deposit of the Shares with the Depositary in accordance with the Deposit Agreement, that the certificate evidencing the Depositary Receipts conforms to the specimen thereof examined by us, and that the Depositary Receipts have been duly executed and delivered by the Depositary.

Upon the basis of such examination and assumptions, it is our opinion that the Shares have been validly issued and are fully paid and nonassessable, and that the Depositary Receipts evidencing the Depositary Shares have been validity issued and entitle the holders thereof to the rights specified in the Depositary Receipts and the Deposit Agreement, in each case subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

We do not express any opinion herein concerning any law other than the laws of the Commonwealth of Virginia, the States of New York and Delaware, and the federal law of the United States.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on September 25, 2020, and to the use of our name under the caption “Legal Matters” in the prospectus supplement relating to the Shares and the Depositary Shares included in the Registration Statement.

Very truly yours,

/s/Jones Walker LLP

Jones Walker LLP