Attached files
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| EX-99.2 - EXHIBIT 99.2 - OLD LINE BANCSHARES INC | ex99-2.htm |
| EX-99.1 - EXHIBIT 99.1 - OLD LINE BANCSHARES INC | ex99-1.htm |
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): September 13, 2013
Old Line Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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000-50345
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20-0154352
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1525 Pointer Ridge Place
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Bowie, Maryland
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20716
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: 301-430-2500
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N/A
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(Former name or former address, if changed since last report)
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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:
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____
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
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Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
As outlined below, on September 13, 2013, Old Line Bancshares, Inc. (the “Company”) sold 925,079 shares of its common stock, par value $0.01 per share, at a purchase price of $13.00 per share or an aggregate of $12,026,027, to certain institutional and other accredited investors who participated in its private placement. There were no underwriting discounts or commissions paid in connection with the sale of the common stock, which was made pursuant to subscription agreements, a form of which is attached as Exhibit 99.1 hereto.
The offer and sale of the Company’s common stock in the private placement was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of, and Rule 506 of Regulation D under, the Securities Act. Each investor represented to the Company that they met the criteria of an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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99.1
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99.2
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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.
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OLD LINE BANCSHARES, INC.
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By:
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/s/Mark A. Semanie
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Mark A. Semanie, Executive Vice President
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Chief Operating Officer and Acting Chief Financial
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Officer
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