S-8

As filed with the Securities and Exchange Commission on June 27, 2023

Registration No. 333-_____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

QNB Corp.

(Exact name of registrant as specified in its charter)

Pennsylvania	23-18082
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

15 North Third Street
Quakertown, Pennsylvania 18951

(Address and zip code of Principal Executive Offices)

QNB Corp. 2023 Non-Employee Compesantion Plan

(Full title of the plan)

David W. Freeman

Chief Executive Officer

QNB Corp.

15 North Third Street, P.O. Box 9005

Quakertown, Pennsylvania 18951-9005

(Name and Address of agent for service)

(215) 538-5600

(Telephone number, including area code, of agent for service)

Copies to:

David W. Swartz, Esquire

Stevens & Lee, P.C.

111 North Sixth Street

Reading, Pennsylvania 19601

(610) 478-2000

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Information required by Item 1 to be contained in the Section 10(a) prospectus is omitted from this registration Statement in accordance with Rule 428 adopted under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S‑8.

Item 2. Registrant Information and Employee Plan Annual Information.

Information required by Item 2 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 adopted under the Securities Act and the Note to Part I of Form S‑8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

In this Registration Statement, “we,” “us,” and “our” refer to QNB Corp.

The following documents filed with the Securities and Exchange Commission (the “SEC”) are incorporated by reference in this Registration Statement and made a part hereof:

(a) our Annual Report on Form 10-K for the fiscal year ended December 31, 2022;

(b) our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2023;

(c) our Current Reports on Form 8-K filed with the SEC on January 3, 2023, January 24, 2023, and April 25, 2023;

(d) the description of our common stock contained in our Registration Statement on Form 10 pursuant to which we registered the Common Stock under Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating or supplementing such Registration Statement, including Exhibit 4.1 to our Annual Report on Form 10‑K for the year ended December 31, 2022; and

(e) all other documents filed by us after the date of this Registration Statement under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the Registration Statement that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and part of this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable

.

Item 5. Interest of Named Experts and Counsel.

Not applicable.

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Item 6. Indemnification of Directors and Officers.

Pennsylvania law provides that a Pennsylvania corporation may indemnify directors, officers, employees, and agents of the corporation against liabilities they may incur in such capacities for any action taken or any failure to act, whether or not the corporation would have the power to indemnify the person under any provision of law, unless such action or failure to act is determined by a court to have constituted recklessness or willful misconduct. Pennsylvania law also permits the adoption of a bylaw amendment, approved by shareholders, providing for the elimination of a director’s liability for monetary damages for any action taken or any failure to take any action unless (1) the director has breached or failed to perform the duties of his office and (2) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.

Our bylaws generally provide for (1) indemnification of our directors, officers, employees, and agents and (2) the elimination of a director’s liability for monetary damages, to the fullest extent permitted by Pennsylvania law.

Directors and officers are also insured against certain liabilities for their actions, as such, by an insurance policy obtained by us.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits

Number	Description
3.1	Articles of Incorporation of the Registrant, as presently in effect (incorporated by reference to Exhibit 3(i) of the Registrant’s Annual Report on Form 10‑K, filed with the SEC on March 13, 2015).
3.2	Bylaws of the Registrant, as presently in effect (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 27, 2021).
5.1	Opinion and consent of Stevens & Lee, P.C.
10.1	QNB Corp. 2023 Non-employee Director Compensation Plan (incorporated by reference to Appendix A of the Registrant’s definitive proxy statement filed April 11, 2023).
23.1	Consent of Baker Tilly US, LLP
23.2	Consent of Stevens & Lee, P.C. (included in Exhibit 5.1).
24.1	Powers of Attorney of Directors and Officers (included on signature page).
107.1	Filing Fee Table

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value

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of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by such paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Borough of Quakertown, Commonwealth of Pennsylvania on June 27, 2023.

QNB CORP.
By:	/s/ David W. Freeman
	David W. Freeman
	President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David W. Freeman, Jeffrey Lehocky, and Mary E. Liddle, and each of them, as his or her true and lawful attorneys-in-fact and agents, each 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 and all amendments, including post-effective amendments, to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes 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.

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Signature	Title	Date
/s/ David W. Freeman	President and Chief Executive Officer (Principal Executive Officer) and Director	June 27, 2023
David W. Freeman
/s/ Jeffrey Lehocky	Executive Vice President and Chief Financial	June 27, 2023
Jeffrey Lehocky	Officer (Principal Financial Officer)
/s/ Mary E. Liddle	Senior Vice President, Chief Accounting Officer	June 27, 2023
Mary E. Liddle	and Controller (Principal Accounting Officer)
/s/ Dennis Helf	Director, Chairman	June 27, 2023
Dennis Helf
/s/ Autumn R. Bayles	Director	June 27, 2023
Autumn R. Bayles
/s/ Laurie A. Bergman	Director	June 27, 2023
Laurie A. Bergman
/s/ Randy S. Bimes	Director	June 27, 2023
Randy S. Bimes
/s/ Thomas J. Bisko	Director	June 27, 2023
Thomas J. Bisko
/s/ Kenneth F. Brown, Jr.	Director	June 27, 2023
Kenneth F. Brown, Jr.
/s/ Jennifer L. Mann	Director	June 27, 2023
Jennifer L. Mann
/s/ Ranajoy Ray-Chaudhuri	Director	June 27, 2023
Ranajoy Ray-Chaudhuri
/s/ W. Randall Stauffer	Director	June 27, 2023
W. Randall Stauffer
/s/ Scott R. Stevenson	Director	June 27, 2023
Scott R. Stevenson

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EXHIBIT INDEX

Number	Description
3.1	Articles of Incorporation of the Registrant, as presently in effect (incorporated by reference to Exhibit 3(i) of the Registrant’s Annual Report on Form 10‑K filed with the SEC on March 13, 2015).
3.2	Bylaws of the Registrant, as presently in effect (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on January 27, 2021).
5.1	Opinion and consent of Stevens & Lee, P.C.
10.1	QNB Corp. 2023 Non-employee Director Compensation Plan (incorporated by reference to Appendix A of the Registrant’s definitive proxy statement filed April 11, 2023).
23.1	Consent of Baker Tilly US, LLP .
23.2	Consent of Stevens & Lee, P.C. (Included in Exhibit 5.1).
24.1	Powers of Attorney of Directors and Officers (included on signature page).
107.1	Filing Fee Table

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EX-5.1

Exhibit 5.1

Stevens & Lee

Lawyers & Consultants

111 N. Sixth Street

P.O. Box 679
Reading, PA 19603
(610) 478-2000 Fax (610) 376-5610
www.stevenslee.com

June 27, 2023

Board of Directors

QNB Corp.

15 North Third Street, P.O. Box 9005

Quakertown, Pennsylvania 18951-9005

Re: Form S-8 Registration Statement – QNB Corp. 2023 Non-Employee Director Compensation Plan

Ladies and Gentlemen:

In connection with the registration of 50,000 shares of common stock, $0.0625 par value per share (the “Common Stock”), by QNB Corp. (the “Corporation”), covered by the Corporation’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on the date hereof with respect to the potential issuance of the Common Stock under the QNB Corp. 2023 Non-Employee Director Compensation Plan (the “Plan”), we, as counsel to the Corporation, have reviewed:

(1) the articles of incorporation of the Corporation, as amended;

(2) the bylaws of the Corporation, as amended;

(3) resolutions adopted by the board of directors of the Corporation relating to the Registration Statement;

(4) a corporate subsistence certificate, issued by the Secretary of the Commonwealth of Pennsylvania with respect to the Corporation;

(5) the Registration Statement;

(6) the Plan; and

(7) copies of certificates representing shares of the Common Stock.

Allentown  Bala Cynwyd  Cleveland  Fort Lauderdale  Harrisburg  Lancaster  New York  Philadelphia
Princeton  Reading  Rochester  Scranton  Valley Forge  Wilkes-Barre  Wilmington

A PROFESSIONAL CORPORATION

SL1 1810890v1 101000.00005

Stevens & Lee

Lawyers & Consultants

Board of Directors

June 27, 2023

Page 2

In connection with delivering this opinion letter, we have relied as to matters of material fact upon the representations of members of the Corporation’s management; however, we have no reason to believe that any such representations are incorrect or incomplete. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. In connection with this letter, we have concerned ourselves solely with the application of the laws of the Commonwealth of Pennsylvania and the laws of the United States, and no opinion is expressed herein concerning the possible effects of the laws of any other jurisdiction.

Based upon our review of the foregoing, it is our opinion that:

(a) the Corporation has been duly incorporated under the laws of the Commonwealth of Pennsylvania and is validly subsisting under the laws of the Commonwealth of Pennsylvania; and

(b) the Common Stock issuable pursuant to the Plan has been duly authorized and, when and to the extent issued pursuant to the Plan, will be fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

STEVENS & LEE, P.C.

/s/ Stevens & Lee, P.C.

SL1 1810890v1 101000.00005

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 of QNB Corp. (the “Registrant”) of our report dated March 14, 2023, relating to the consolidated financial statements of QNB Corp. and Subsidiary, which appears in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ Baker Tilly US, LLP

Iselin, New Jersey
June 27, 2023

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

Registration Statement under the Securities Act of 1933
(Form Type)

QNB Corp.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities
Security Type	Security Class Title (1)	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Unit (2)	Maximum Aggregate Offering Price (1)(2)	Fee Rate	Amount of Registration Fee (3)
Equity	Common Stock, par value $0.0625 per share (1)	457(c) and 457(h)	50,000 (4)	$23.00	$1,150,000	$100.20 per $1,000,000	$126.73
Total Offering Amounts					$1,150,000		$126.73
Total Fee Offsets (5)							-
Net Fee Due							$126.73

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) also covers additional shares that may be offered or issued under the 2023 Non-Employee Director Compensation Plan (the “Plan”) by reason of stock splits, stock dividends, or similar transactions.

(2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the amount of the registration fee based upon the average of the high and low prices for a share of the registrant’s common stock on June 23, 2023.

(3) Rounded up to the nearest penny.

(4) Represents 50,000 shares of the registrant’s common stock reserved for issuance under the Plan.

(5) The registrant does not have any fee offsets.