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): November 3, 2021

 

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)

(703) 481-4567

(Registrant’s Telephone Number, Including Area Code)

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 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

On November 3, 2021, MainStreet Bancshares, Inc. (the “Company”) sent notices to the holders of its 6.25% Unsecured Fixed-to-Floating Subordinated Notes due December 31, 2026 (the “Subordinated Notes”) regarding the Company’s exercise of its option to redeem, in whole, the issued and outstanding Subordinated Notes, pursuant to Section 7 of the Subordinated Notes dated December 30, 2016. The holders of the Subordinated Notes were provided with notice of the redemption, the redemption price and instructions and details related to the redemption process.

As of November 3, 2021, there was $11,400,000 in aggregate principal amount of the issued and outstanding Subordinated Notes. The Subordinated Notes will be redeemed on December 31, 2021 (the “Redemption Date”) at 100% of their principal amount, plus the accrued and unpaid interest thereon, through the Redemption Date.

A copy of the form of notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Form of Notice of Redemption of Subordinated Notes Issued December 30, 2016.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 3, 2021	By:	/s/ Thomas J. Chmelik
		Name: Thomas J. Chmelik
		Title: Chief Financial Officer

2

EX-99.1

Exhibit 99.1

________________, 2021

_____________________

_____________________

_____________________

Attention:	Thomas J. Chmelik
	Executive Vice President
	& CFO

Re:  Notice of Redemption of Subordinated Notes Issued December 30, 2016 by MainStreet Bancshares, Inc.; Redemption Date December 31, 2021

Reference is made to the 6.25% Unsecured Fixed-to-Floating Subordinated Note Due December 31, 2026 (the “Subordinated Note”), dated December 30, 2016 between MainStreet Bancshares, Inc., as issuer (the “Company”), and _______________ (“Lender”) pursuant to which the Company issued and delivered $_____ in principal amount to Lender. Capitalized terms not defined in this notice have the meanings given to them in the Subordinated Note.

Pursuant to Section 7 of the Subordinated Note, you are hereby notified that the Company has elected to redeem all of the outstanding Subordinated Notes and that:

• The redemption date shall be December 31, 2021 (the “Redemption Date”).

• The redemption price for each Subordinated Note shall be 100% of the outstanding principal amount of the Subordinated Note plus accrued and unpaid interest thereon to the Redemption Date.

• The Company will redeem all of the outstanding Subordinated Notes on the Redemption Date.

• On the Redemption Date, the redemption price shall become due and payable upon each Subordinated Note, and interest thereon shall cease to accrue after that date, each Subordinated Note will no longer be deemed outstanding and all rights with respect to the Subordinated Notes will cease and terminate.

• The address where the Subordinated Notes are to be surrendered for payment of the Redemption Price is:

MainStreet Bancshares, Inc.

10089 Fairfax Boulevard

Fairfax, VA  22030

Attn:  Thomas J. Chmelik

Telephone:  (703) 481-4540

• The Subordinated Notes must be surrendered to the Company to collect the redemption price.

Lenders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.

If you  have any questions with respect to this matter, or if you wish to confirm the outstanding principal amount of the Subordinated Note or the accrued and unpaid interest thereon to the Redemption Date, please contact:

Thomas J. Chmelik: by telephone at (703) 481-4540, or by email at tchmelik@mstreetbank.com.

XML

Document and Entity Information	Nov. 03, 2021
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 03, 2021
Entity Registrant Name	MainStreet Bancshares, Inc.
Entity Central Index Key	0001693577
Entity File Number	001-38817
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	81-2871064
Entity Address, Address Line One	10089 Fairfax Boulevard
Entity Address, City or Town	Fairfax
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22030
City Area Code	703
Local Phone Number	481-4567
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Common Stock [Member]
Document Information [Line Items]
Security12b Title	Common Stock
Trading Symbol	MNSB
Security Exchange Name	NASDAQ
Depositary Shares [Member]
Document Information [Line Items]
Security12b Title	Depositary Shares (each representing a 1/40thinterest in a share of 7.50% Series A Fixed-RateNon-Cumulative Perpetual Preferred Stock
Trading Symbol	MNSBP
Security Exchange Name	NASDAQ