UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On September 15, 2022, CNB Financial Corporation, a Pennsylvania corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with PNC Capital Markets LLC, d/b/a PNC FIG Advisory, as representative of the underwriters named on Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to offer and sell 4,257,446 shares of its common stock, no par value per share (the “Shares”), including 555,319 Shares issued pursuant to the Underwriters’ option to purchase additional Shares, which option was exercised in full, at a price of $22.2075 per share (which is the public offering price less the underwriting discount) (the “Offering”). The Offering closed on September 21, 2022.
The Company expects to receive net proceeds from the sale and settlement of the Shares in the Offering, after deducting the underwriting discount and estimated expenses, of approximately $94.1 million (including proceeds from the Shares sold pursuant to the Underwriters’ option to purchase additional shares). The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include working capital and the funding of organic growth or potential acquisitions.
The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make in respect of those liabilities.
The Offering was made pursuant to a registration statement on Form S-3 (File No. 333-236018) (the “Original Registration Statement”) declared effective by the Securities and Exchange Commission on June 25, 2020, the related registration statement on Form S-3 (File No. 333-267435), filed pursuant to 462(b) of the Securities Act, declared effective by the Securities and Exchange Commission on September 15, 2022, a base prospectus, dated June 25, 2020, included as part of the Original Registration Statement, and a prospectus supplement, dated September 16, 2022, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
The Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking, commercial banking and other commercial dealings in the ordinary course of business with the Company and its affiliates, for which they have received and may continue to receive customary fees and commissions.
A copy of the Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated as of September 15, 2022, between CNB Financial Corporation and PNC Capital Markets LLC, d/b/a PNC FIG Advisory, as representative of the underwriters named on Schedule A thereto | |
| 5.1 | Opinion of Hogan Lovells US LLP | |
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1 of this Current Report on Form 8-K) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| CNB FINANCIAL CORPORATION | ||||||
| Date: September 21, 2022 | By: | /s/ Tito L. Lima | ||||
| Tito L. Lima | ||||||
| Treasurer | ||||||