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): March 24, 2020

VILLAGE BANK AND TRUST FINANCIAL CORP.

(Exact Name of Registrant as Specified in Charter)

Registrant’s Telephone Number, Including Area Code: (804) 897-3900

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:

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 o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

On March 24, 2020, Village Bank and Trust Financial Corp. (the “Company”) entered into a new change of control agreement with Donald M. Kaloski, Jr., Executive Vice President and Chief Financial Officer of the Company and Village Bank (the “Bank”), a wholly-owned subsidiary of the Company. On the same date, the Bank entered into a new change of control agreement with Max C. Morehead, Jr., Executive Vice President, Commercial Lending of the Bank. The new agreements, which are substantially similar, supersede and replace the prior agreement Mr. Kaloski had with the Company and Mr. Morehead had with the Bank, respectively, each dated May 1, 2018.

The initial term of the new agreements will expire on March 31, 2022. The agreements may be extended for an additional period of up to 24 months at the discretion of the board of directors. Pursuant to each agreement, if, within 12 months following a “change of control” (as defined in each agreement) of the Company, the officer’s employment is terminated without “cause” (as defined in each agreement) or by the officer following a reduction in his base salary of at least 10%, then he will be entitled to a lump sum cash payment equal to nine months of his monthly base salary as in effect on his termination date or in effect immediately prior to the change of control, whichever is greater. Such benefit is contingent upon the officer signing a customary release and waiver of claims in favor of the Company.

The foregoing summary description of the change of control agreements is qualified in its entirety by reference to the agreements, copies of which are attached to this report as Exhibits 10.1 and 10.2 and incorporated herein by reference.

On March 24, 2020, the Board of Directors of the Company amended Article II, Sections 3, 4 and 6 of the Company’s Bylaws to provide flexibility in holding shareholder meetings by remote participation as permitted under Section 13.1-660.2 of the Code of Virginia, including by having electronic virtual-only meetings of shareholders.

A copy of the Company’s Bylaws, as amended, is attached to this report as Exhibit 3.2 and is incorporated herein by reference.

(d)       Exhibits.

The following exhibits are filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.