UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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The Securities
Exchange Act of 1934
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| Item 7.01 | Regulation FD Disclosure. |
QCR Holdings, Inc., a Delaware corporation (“QCR Holdings”), issued a press release on April 1, 2022, in connection with the events discussed in Item 80.1, below. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
The information furnished pursuant to this Item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On April 1, 2022, pursuant to the terms of the Agreement and Plan of Merger dated as of November 9, 2021 (the “Merger Agreement”), by and between Guaranty Federal Bancshares, Inc., a Delaware corporation (“Guaranty”), and QCR Holdings, Guaranty was merged with and into QCR Holdings (the “Merger”), with QCR Holdings surviving the Merger.
At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.10 per share, of Guaranty common stock (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock held by the Company or QCR Holdings and any shares of Common Stock subject to validly exercised appraisal claims), was automatically cancelled and converted into the right to receive, at the election of each stockholder, and subject to proration: (i) $30.50 in cash, (ii) 0.58775 shares of QCR Holdings common stock, or (iii) mixed consideration of $6.10 in cash and 0.4702 shares of QCR Holdings common stock. Upon consummation of the Merger, Guaranty’s separate existence ceased.
The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 9, 2021 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release of QCR Holdings, Inc. dated April 1, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Dated: April 1, 2022 | QCR HOLDINGS, INC | |
| By: | /s/ Todd A. Gipple | |
| Todd A. Gipple President, Chief Operating Officer and Chief Financial Officer |