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



DNB Financial Corporation

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(Exact name of registrant as specified in its charter)









Not Applicable

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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))



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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On February 22, 2017, the Board of Directors of DNB Financial Corporation (the “Company”) approved and recommended for stockholder approval an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock to 20,000,000 from 10,000,000 and to increase the number of authorized shares of preferred stock to 5,000,000 from 1,000,000 (the “Charter Amendment”). On April 26, 2017, the Company’s stockholders approved the Charter Amendment. The Charter Amendment was filed with the Commonwealth of Pennsylvania Secretary of State and became effective on June 30, 2017. A copy of the Charter Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits.



(c) Exhibits. The following exhibit is furnished herewith:



3.1Charter Amendment











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.

































Exhibit Index