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): December 31, 2019  

THE COMMUNITY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)

301-645-5601
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 

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 3.02. Unregistered Sales of Equity Securities.

On December 31, 2019, The Community Financial Corporation (the “Company”) the holding company for Community Bank of the Chesapeake, entered into subscription agreements with various purchasers under which it has issued a total of 312,747 shares of its common stock, par value $0.01 (the “Common Stock”).  31,749 shares of Company of Common Stock were issued to insiders of the Company at a price of $35.43 per share which price represents the consolidated closing bid price per share of the Company’s Common Stock on December 31, 2019. 280,998 shares of Common Stock were issued to non-insiders of the Company at a price of $34.28 per share, which represents the thirty-day average closing price of the Company’s common stock ending on December 17, 2019.  The shares were issued on December 31, 2019 in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D of the rules and regulations promulgated thereunder.  The Company received an aggregate of $10.8 million in cash for the shares that were issued. There were no underwriting discounts or commissions.

Item 9.01. Financial Statements and Exhibits.

(a)-(c)   Not applicable

SIGNATURE

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.