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 30, 2022

LINKBANCORP, INC.
(Exact Name of Registrant as Specified in Charter)

Pennsylvania
001-41505
82-5130531
(State or Other Jurisdiction)
(Commission File No.)
(I.R.S. Employer
of Incorporation)
  
Identification No.)
     
3045 Market Street, Camp Hill, Pennsylvania
17011
(Address of Principal Executive Offices)
(Zip Code)


Registrant's telephone number, including area code: (855) 569-2265

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):

☐
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))

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

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.01
  
LNKB
  
The Nasdaq Stock Market LLC

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 8.01 Other Events
On September 30, 2022, LINKBANCORP, Inc. (the “Company”) issued a press release announcing that the underwriters for its recently completed initial public offering have exercised their overallotment option and completed the sale of an additional 526,205 shares of common stock at the public offering price of $7.50 per share. The exercise of the option and the issuance of the additional shares is expected to result in gross additional proceeds to the Company of approximately $3.9 million. The net proceeds to the Company of the sale of the additional shares of common stock, after deducting the underwriting discount and estimated additional offering expenses, are expected to be approximately $3.6 million. A copy of the Company’s press release dated September 30, 2022 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a)
  
Financial statements of businesses acquired.  None.
     
(b)
  
Pro forma financial information.  None.
     
(c)
  
Shell company transactions: None.
     
(d)
  
Exhibits.
 
   
   

104
  

Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
 

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.




   
LINKBANCORP, INC.
     
     
     
DATE: September 30, 2022
By:  
 /s/ Carl D. Lundblad
   
Carl D. Lundblad
   
President
     

EXHIBIT 99.1



LINKBANCORP, Inc. Announces Closing of Overallotment Option and Issuance of 526,205 Shares of Common Stock

Harrisburg, PA. — September 30, 2022 — LINKBANCORP, Inc. (Nasdaq: LNKB) (the “Company”), the holding company of The Gratz Bank, including its LINKBANK division, today announced that the underwriters for its recently completed initial public offering have exercised their overallotment option and completed the sale of an additional 526,205 shares of common stock at the public offering price of $7.50 per share. The exercise of the option and the issuance of the additional shares is expected to result in gross additional proceeds to the Company of approximately $3.9 million. The net proceeds to the Company, after deducting the underwriting discount and estimated additional offering expenses, are expected to be approximately $3.6 million. The Company’s common stock trades on the Nasdaq Capital Market under the symbol “LNKB.”

Stephens Inc. and Piper Sandler & Co. acted as joint book-running managers in the offering. D.A. Davidson & Co. served as co-manager.

A Registration Statement on Form S-1 relating to the shares of common stock (File No: 333-267303) has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on September 13, 2022. The offering has been made solely by means of the written prospectus forming a part of the effective registration statement. Copies of the final prospectus may be obtained from Stephens Inc., 111 Center Street, Little Rock, AR 72201, or by phone at 1-800-643-9691 or Piper Sandler & Co., 1251 Avenue of the Americas, 6th Floor, New York, New York 10020, or by phone at (800) 747-3924, or by email at prospectus@psc.com or from D.A. Davidson & Co., 8 Third Street North, Great Falls, MT 59401, Attention: Equity Syndicate or by calling 1-800-332-5915.

This press release shall not constitute an offer to sell nor the solicitation of an offer to buy, nor shall there be any sale of the common stock, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The common stock purchased in the initial public offering will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency.

About LINKBANCORP, Inc.

LINKBANCORP, Inc. was formed in 2018 with a mission to positively impact lives through community banking.  Its subsidiary bank, The Gratz Bank, is a Pennsylvania state-chartered bank serving individuals, families, nonprofits and business clients throughout Central and Southeastern Pennsylvania through 10 client solutions centers of The Gratz Bank and LINKBANK, a division of The Gratz Bank.

Cautionary Note Regarding Forward-Looking Statements

This press release includes “forward-looking statements,” including with respect to the initial public offering. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “attribute,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized” and “outlook,” or similar terminology. These forward-looking statements are based on current beliefs and expectations of the Company’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors.  Factors that could cause such differences to exist include, but are not limited to: risks related to fluctuations in real estate values and both residential and commercial real estate market conditions; fiscal and monetary policies of the federal government and its agencies; changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; demand for loans and deposits in our market area; conditions relating to the COVID-19 pandemic, including the severity and duration of the associated economic slowdown either nationally or in our market areas and the effectiveness of vaccination programs, that are worse than expected; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; the risk that the Company may not be successful in the implementation of its business strategy; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks detailed in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and other sections of the Registration Statement filed with the SEC. Any forward-looking statements presented herein are made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise, except as may be required by law.