UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed by Blue Ridge Bankshares, Inc. (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2024 (the “June 11 Form 8-K”), on June 7, 2024, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Richard T. Spurzem, a shareholder of the Company, to purchase 290,000 shares (the “Common Shares”) of the Company’s common stock, no par value per share, at a purchase price of $2.39 per Common Share, 1,140 shares (the “Preferred Shares”) of the Company’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B, par value $50.00 per share (the “Series B Preferred Stock”), at a purchase price of $9,566.13 per Preferred Share, and a warrant to purchase 607 shares of Series B Preferred Stock at an exercise price of $10,000.00 per share (the “Warrant”).
Pursuant to the Securities Purchase Agreement, on June 13, 2024, the Company issued and sold the Common Shares, the Preferred Shares and the Warrant to Mr. Spurzem for gross proceeds to the Company of approximately $11.6 million (the “Private Placement”).
Warrant
At the closing of the Private Placement on June 13, 2024, the Company issued the Warrant to Mr. Spurzem on the terms previously disclosed in the June 11 Form 8-K.
Registration Rights Agreement
At the closing of the Private Placement on June 13, 2024, the Company and Mr. Spurzem entered into a Registration Rights Agreement (the “Registration Rights Agreement”) on the terms previously disclosed in the June 11 Form 8-K.
The foregoing descriptions of the Warrant and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Warrant and the Registration Rights Agreement, copies of which are filed as exhibits hereto and incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
Based in part upon the representations of Mr. Spurzem in the Securities Purchase Agreement, the Private Placement is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated under the Securities Act.
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Additional Information
Certain investments discussed above involved the sale of securities in a private transaction that were not registered under the Securities Act and are subject to the resale restrictions under the Securities Act. Such securities may not be offered or sold absent registration or an applicable exemption from registration. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 4.1 | Warrant, dated June 13, 2024, to Purchase Shares of Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B, of Blue Ridge Bankshares, Inc. issued to Richard T. Spurzem | |
| 10.1 | Registration Rights Agreement, dated June 13, 2024, by and between Blue Ridge Bankshares, Inc. and Richard T. Spurzem. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| BLUE RIDGE BANKSHARES, INC. | ||||||
| (Registrant) | ||||||
| Date: June 14, 2024 | By: | /s/ Judy C. Gavant | ||||
| Judy C. Gavant | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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