UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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:
| 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:
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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 by Blue Ridge Bankshares, Inc. (the “Company”) in Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2024 and June 14, 2024, the Company issued and sold shares of its Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B, par value $50.00 per share (the “Series B Preferred Stock”), and Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series C, par value $50.00 per share (the “Series C Preferred Stock” and together with the Series B Preferred Stock, the “Preferred Stock”) that are convertible or exchangeable into shares of the Company’s common stock, no par value per share (the “Common Stock”) upon certain events. Specifically, the terms of the Series B Preferred Stock provide that within five business days after the date on which (i) the Company receives shareholder approval (the “Shareholder Approvals”) of (a) an amendment to the Company’s articles of incorporation to increase the number of authorized shares of Common Stock to at least 150,000,000 shares and (b) the issuance of shares of Common Stock representing more than 20% of the outstanding shares of the Common Stock upon (x) the conversion or exchange of shares of the Preferred Stock and (y) the exercise of certain warrants (or the conversion or exchange of all shares of Preferred Stock issued upon the exercise of such warrants) issued by the Company in a private placement, in accordance with the requirements of the NYSE American Company Guide; (ii) articles of amendment have been filed with the Virginia State Corporation Commission to increase the number of authorized shares of Common Stock to at least 150,000,000 shares (the “Articles Amendment”), and (iii) a certificate of amendment has been issued by the Virginia State Corporation Commission with respect to the Articles Amendment, all outstanding shares of the Series B Preferred Stock (subject to certain beneficial ownership limitations) will be automatically converted into shares of Common Stock. As previously disclosed by the Company in a Current Report on Form 8-K filed with the SEC on June 24, 2024, the Shareholder Approvals were obtained at a special meeting of shareholders of the Company held on June 20, 2024 and the Articles Amendment was filed with the Virginia State Corporation Commission. On June 21, 2024, the Virginia State Corporation Commission issued a certificate of amendment with respect to the Articles Amendment. Accordingly, on June 28, 2024, all 12,558 outstanding shares of Series B Preferred Stock were automatically converted into an aggregate of 50,232,000 shares of Common Stock and all outstanding warrants exercisable into 6,549 shares of Series B Preferred Stock were automatically converted into warrants exercisable (subject to certain beneficial ownership limitations) into 26,196,000 shares of Common Stock. The Company expects that the outstanding shares of Series C Preferred Stock will be exchanged for shares of Common Stock during the third quarter of 2024.
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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. | ||||||
| Date: June 28, 2024 | By: | /s/ Judy C. Gavant | ||||
| Judy C. Gavant | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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Document and Entity Information |
Jun. 28, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0000842717 |
| Document Type | 8-K |
| Document Period End Date | Jun. 28, 2024 |
| Entity Registrant Name | BLUE RIDGE BANKSHARES, INC. |
| Entity Incorporation State Country Code | VA |
| Entity File Number | 001-39165 |
| Entity Tax Identification Number | 54-1838100 |
| Entity Address, Address Line One | 1801 Bayberry Court |
| Entity Address, Address Line Two | Suite 101 |
| Entity Address, City or Town | Richmond |
| Entity Address, State or Province | VA |
| Entity Address, Postal Zip Code | 23226 |
| City Area Code | (540) |
| Local Phone Number | 743-6521 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, no par value |
| Trading Symbol | BRBS |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |