8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)       January 6, 2023                      

SOUTHERN MISSOURI BANCORP, INC.

(Exact name of registrant as specified in its charter)

Missouri	000-23406	43-1665523
(State or other	(Commission File No.)	(IRS Employer
jurisdiction of incorporation)		Identification Number)

2991 Oak Grove Road, Poplar Bluff, Missouri	63901
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:    (573) 778-1800                   

N/A

(Former name or former address, if changed since last report)

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SMBC	The NASDAQ Stock Market LLC

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 8.01Other Events

On January 6, 2023, Southern Missouri Bancorp, Inc. and Citizens Bancshares Co. issued a press release announcing the election deadline for the form of merger consideration to be received in connection with Southern Missouri’s previously announced acquisition of Citizens Bancshares Co. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits

(a) Exhibits

99.1​ ​Press release dated January 6, 2023

104Cover Page Interactive Data File (embedded withing 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.

	SOUTHERN MISSOURI BANCORP, INC.
Date:  January 6, 2023	By:	/s/ Greg A. Steffens
		Greg A. Steffens
		Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

FORIMMEDIATERELEASE

January 6, 2023

SOUTHERNMISSOURIBANCORPANDCITIZENS BANCSHARES CO. ANNOUNCEDEADLINE FOR ELECTION OF FORM OF MERGER CONSIDERATION

PoplarBluff,Missouri-SouthernMissouriBancorp,Inc.(NASDAQ:SMBC,"SouthernMissouri"),the parent company of Southern Bank, and Citizens Bancshares Co. ("Citizens"), the parentcompany of Citizens Bank and Trust Company, today jointly announced that, in connection with Southern Missouri’s pending acquisition of Citizens, the election deadline for record holders of shares of Citizens’ common stock to elect the form of merger consideration they wish to receive in connection with the transaction is January 17, 2023, at 5:00 p.m. EST.

An election will be valid only if a properly completed and signed election form and letter of transmittal, together with all required documents and materials set forth in the election form and letter of transmittal and the instructions thereto, is received by Computershare, the exchange agent for the transaction, by the election deadline. Shareholders with questions should contact Georgeson LLC, the Information Agent, at (866) 357-4029.

As previously announced,Citizens shareholders are projected to receive either a fixed exchange ratio of 1.1448 shares ofSouthern Missouri common stock or a cash payment of $53.50 for each Citizens share, at the election oftheshareholders,subjecttoadjustmentbasedonCitizens’capitalandthetotaloutstandingshares of Citizens at closing, and further subject to proration such that the overall mix of consideration results in 75% of the outstanding Citizens common shares being converted into the right to receive Southern Missouri common stock and 25% of the outstanding Citizens common shares being converted into the right to receive cash. Shareholders who fail to make an election will receive whichever form of consideration is undersubscribed.

The transaction has been approved by Citizens’ and Southern Missouri’s shareholders and is also subject to customary closing conditions.

Forward-Looking Information:

Except for the historical information contained herein, the matters discussed in this press release contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as "may," "believe," "expect," "anticipate," "intend," "will," "should," "plan," "estimate," "predict," "continue" and "potential" or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the proposed merger of Citizens with and into Southern Missouri (the "Merger"), the projected consideration payable in the Merger to Citizens shareholders, and the expected election deadline for electing consideration.  Forward-looking statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results to differ materially from those expressed in or implied by such statements. Factors that could cause or contribute to such

differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employee or other business partners relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (4) the risk of successful integration of Citizens’ business into Southern Missouri, (5) the amount of the costs, fees, expenses and charges related to the Merger, (6) reputational risk and the reaction of each of the companies' customers, suppliers, employees or other business partners to the Merger, (7) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing of the Merger, (8) the risk that the integration of Citizens’ operations into the operations of Southern Missouri will be materially delayed or will be more costly or difficult than expected, (9) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, including litigation, (10) the dilution caused by Southern Missouri’s issuance of additional shares of its common stock in the Merger, and (11) general competitive, economic, political and market conditions. Additional factors which could affect the forward looking statements can be found in the cautionary language included under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in Southern Missouri’s Annual Report on Form 10-K for the year ended June 30, 2022, and other documents subsequently filed by Southern Missouri with the SEC, and under the heading "Citizens’ Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in the Joint Proxy Statement of Southern Missouri and Citizens and Prospectus of Southern Missouri (the "Joint Proxy Statement/Prospectus") and Registration Statement on Form S-4 that were filed by Southern Missouri with the SEC, as well as other relevant documents concerning the proposed transaction, including supplements and amendments to the Joint Proxy Statement/Prospectus and Registration Statement on Form S-4 that have been filed by Southern Missouri with the SEC. Consequently, no forward-looking statement can be guaranteed. Neither Southern Missouri nor Citizens undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this press release or any related documents, Southern Missouri and Citizens claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. 

Southern Missouri Contact:

Matt Funke, President, (573) 778-1800

Citizens’ Contact:

Bob Wright, Executive Vice President and Corporate Secretary, (816) 459-4024

2

XML

Cover	Jan. 06, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 06, 2023
Entity Central Index Key	0000916907
Securities Act File Number	000-23406
Entity Registrant Name	SOUTHERN MISSOURI BANCORP, INC.
Entity Incorporation, State or Country Code	MO
Entity Tax Identification Number	43-1665523
Entity Address, Address Line One	2991 Oak Grove Road
Entity Address, City or Town	Poplar Bluff
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63901
City Area Code	573
Local Phone Number	778-1800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SMBC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false

XML

N-2	Jan. 06, 2023
Cover [Abstract]
Entity Central Index Key	0000916907
Amendment Flag	false
Securities Act File Number	000-23406
Document Type	8-K
Entity Registrant Name	SOUTHERN MISSOURI BANCORP, INC.
Entity Address, Address Line One	2991 Oak Grove Road
Entity Address, City or Town	Poplar Bluff
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63901
City Area Code	573
Local Phone Number	778-1800
Entity Emerging Growth Company	false