Attached files
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| EX-99.1 - Ben Franklin Financial, Inc. | exhibit_99-1.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): January 31, 2018
BEN FRANKLIN FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
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Maryland
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000-55352
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67-1746204
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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830 East Kensington Road, Arlington Heights, Illinois
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60004
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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: (847) 398-0990
Not Applicable
(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 (see General Instruction A.2. below):
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Written communications 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 CFR 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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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 [X]
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 3.02 Unregistered Sales of Equity Securities.
On January 31, 2018, Ben Franklin Financial, Inc. (the "Company"), parent company of Ben Franklin Bank of Illinois, entered into securities purchase agreements with various purchasers under which it issued and sold a total of 600,000 shares of its common stock, par value $0.01, at a price of $7.50 per share. The shares were issued on January 31, 2018, in a private placement exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D of the rules and regulations promulgated thereunder. The offering resulted in gross proceeds of $4.5 million, and discounts or commissions paid of approximately $295,000.
A copy of the press release announcing the completion of the private placement offering is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press release dated January 31, 2018
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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BEN FRANKLIN FINANCIAL, INC.
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DATE: February 1, 2018
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By:
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/s/ C. Steven Sjogren
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C. Steven Sjogren
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Chairman, President and Chief Executive Officer
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