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The information contained herein is subject to completion or amendment. An offering statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the offering statement becomes qualified. This proxy statement/offering circular does not constitute an offer to sell these securities, nor a solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted.

Subject to completion, dated November 22. 2017

DELMAR BANCORP

Offering Circular for 1,764,937 Shares of Common Stock

LIBERTY BELL BANK

Proxy Statement

Merger Proposal — Your Vote is Very Important

Dear Fellow Stockholders:

On July 20, 2017, Liberty Bell Bank (“Liberty”) entered into an agreement of merger (the “merger agreement”) with Delmar Bancorp (“Delmar”) and its wholly-owned subsidiary, The Bank of Delmarva (“Delmarva”), pursuant to which Liberty will merge with and into Delmarva (the “merger”).  The board of directors of Liberty invites you to attend a special meeting of stockholders to be held on [·], 2017, at [·:·], [·].m. at [·]. At the special meeting, you will be asked to consider and vote upon a proposal to approve and adopt the merger agreement, and certain other matters related to the merger.

If the merger agreement is approved and the merger is completed, each share of Liberty common stock will be converted into the right to receive either 0.2857 shares of Delmar common stock, $1.70 in cash or a combination of Delmar common stock and cash. You will be able to elect to receive Delmar common stock, cash, or a combination of Delmar common stock and cash for your shares of Liberty common stock. Regardless of your choice, however, elections will be limited by the requirement that 70% of the total shares of Liberty common stock will be exchanged for Delmar common stock and 30% will be exchanged for cash. Therefore, the allocation of Liberty common stock and cash that you receive will depend on the elections of other Liberty stockholders. The federal income tax consequences of the merger to you will depend on whether you receive stock, cash or a combination of stock and cash in exchange for your shares of Liberty common stock. If you do not elect whether to receive stock and/or cash, you will lose the right to elect and will receive the proportion of Delmar common stock and cash determined in the manner set forth on page [·]. Delmar estimates that it will issue approximately 1,753,937 shares of Delmar common stock, $0.01 par value per share, in the merger, assuming the exercise of all options and warrants to purchase Liberty common stock.

Delmar common stock is quoted on the OTC Pink market maintained by OTC Market Groups, Inc. under the symbol “DBCP.”  Based on Delmar’s closing price of $7.00 on July 20, 2017 (the date preceding the public announcement of the proposed transaction), each share of Liberty common stock exchanged for 0.2857 shares of Delmar common stock, would have a value of $2.00. Based on Delmar’s closing price of $ [·] on [·], 2017, each share of Liberty common stock exchanged for 0.2857 shares of Delmar common stock would have a value of $[·]. The price of Delmar common stock will fluctuate between now and the closing of the merger and the value of Delmar common stock as of the closing of the merger will not be known at the time Liberty stockholders vote on the merger agreement. Liberty is quoted on the OTC Pink market under the symbol “LBBB.” On [·], 2017, the closing price of Liberty common stock was $[·]. The price of Liberty common stock will fluctuate between now and the closing of the merger. You are urged to obtain current market quotations for both Delmar and Liberty common stock.

Liberty stockholders have the right under New Jersey law to dissent from the transaction and to receive payment in cash for the value of their shares of Liberty common stock instead of the merger consideration. For more information regarding appraisal rights, refer to “Q: Am I entitled to dissenters’ rights?” on page [·] and “Proposal 1: The Merger—Dissenters’ Rights” beginning on page [·].

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This document serves two purposes. It is the proxy statement being used by the Liberty board of directors to solicit proxies for use at Liberty’s special meeting.  It is also the offering circular of Delmar regarding the Delmar common stock to be issued if the merger is completed.  This document describes the merger in detail and includes a copy of the merger agreement as Annex A.

After careful consideration, the board of directors of Liberty has unanimously determined that the merger is in the best interests of stockholders and recommends that Liberty stockholders vote “FOR” the proposal to approve and adopt the merger agreement and “FOR” the approval of the other proposals described in this proxy statement/offering circular. The merger requires the receipt of bank regulatory approvals and the approval of the merger agreement by at least two-thirds of the outstanding shares of Liberty common stock. The board of directors of Liberty strongly supports this strategic combination between Delmarva and Liberty and appreciates your prompt attention to this very important matter.

It is important that your shares are represented at the meeting, whether or not you plan to attend the meeting. Abstentions and failures to vote, including by failing to instruct your broker how to vote shares you hold in “street name,” will have the same effect as votes against the merger agreement and the merger. Your vote is important regardless of the number of shares you own.  Please complete and return your proxy card in the enclosed envelope, or follow the instructions on your proxy card to vote your shares by telephone or over the internet. You may attend the special meeting and vote your shares in person if you wish, even though you have previously submitted your proxy.  If you are the beneficial owner of shares held in “street name” through a broker or other nominee, you should instruct your broker or nominee how to vote on your behalf, or, if you plan to attend the meeting and wish to vote in person, you should bring with you a signed proxy from your broker or nominee confirming your right to vote the shares.

Sincerely,

Neither the Securities and Exchange Commission, nor any bank regulatory agency, nor any state securities commission has approved or disapproved of these securities or determined if this proxy statement/offering circular is truthful or complete.  Any representation to the contrary is a criminal offense.

The shares of Delmar common stock offered are not savings or deposit accounts or other obligations of either party or any of their banking or other subsidiaries, and they are not insured by any federal or state governmental agency.

Investing in Delmar common stock involves risks that are described in “Risk Factors” beginning on page 24.

This proxy statement/offering circular is dated [·], 2017 and is first being mailed to stockholders of Liberty on or about [·], 2017.

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Liberty Bell Bank

145 North Maple Avenue

Marlton, New Jersey 08053

Notice of Special Meeting of Stockholders

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Liberty Bell Bank will be held at [·] p.m., local time, on [·], 2017 at [·], [·] , for the following purposes:

1.                      To approve and adopt the agreement of merger, dated as of July 20, 2017, by and among Delmar Bancorp, The Bank of Delmarva and Liberty Bell Bank which provides, among other things, for the merger of Liberty Bell Bank with and into The Bank of Delmarva, and the conversion of each share of Liberty common stock immediately outstanding prior to the merger into either 0.2857 shares of Delmar common stock, $1.70 in cash or a combination thereof. Cash will be paid in lieu of fractional shares.

2.                      To consider and vote upon a proposal to adjourn or postpone the special meeting of stockholders, if more time is needed, to allow Liberty to solicit additional votes in favor of the merger agreement.3

3.                      To transact such other business as may properly come before the meeting.

The Liberty board of directors unanimously recommends that you vote “FOR” the proposal to approve and adopt the merger agreement, and “FOR” the approval of the proposal to adjourn or postpone the special meeting, if necessary, as described in detail in the accompanying proxy statement/offering circular.

Stockholders of record of the Liberty common stock at the close of business on [·], 2017 are entitled to vote at the Liberty special meeting and any adjournment or postponement of the special meeting.  If you are the beneficial owner of shares held in “street name” through a broker or other nominee, you should instruct your broker or nominee how to vote on your behalf, or, if you plan to attend the meeting and wish to vote in person, you should bring with you a signed proxy from your broker or nominee confirming your right to vote the shares.

Your vote is important regardless of the number of shares you own. Liberty cannot complete the merger unless the merger agreement is approved and adopted by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Liberty common stock entitled to vote at the Liberty special meeting. If a Liberty stockholder does not vote by proxy or by attending the Liberty special meeting of stockholders and voting in person, it will have the same effect as voting against the merger.

Whether or not you plan to attend the special meeting, the Liberty board of directors urges you to submit your proxy as soon as possible, either by following the internet and telephone instructions included in the attached materials or by completing, signing, dating, and returning the enclosed proxy in the enclosed postage-paid envelope. Submitting your proxy will not prevent you from voting in person at the special meeting, but it will assure that your vote is counted if you are unable to attend. If you are a stockholder whose shares are registered in “street name,” you will need to follow the instructions provided by your broker, and you will need additional documentation from your broker in order to vote in person at the special meeting.

Marlton, New Jersey

[·], 2017

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE LIBERTY STOCKHOLDERS MEETING

Q-1:       WHY AM I RECEIVING THIS DOCUMENT?

A:           You are receiving this proxy statement/offering circular because you are a stockholder of Liberty as of [·], 2017, the record date for Liberty’s special meeting.

Q-2:       WHAT IS THE PURPOSE OF THIS DOCUMENT?

A:           This document serves as both a proxy statement of Liberty and an offering circular of Delmar. This document serves as a proxy statement because the Liberty board of directors is soliciting your proxy for use at the Liberty special meeting of stockholders called to consider and vote on the agreement of merger, dated as of July 20, 2017, among Delmar, Delmarva and Liberty, or the merger agreement, which provides for the merger of Liberty with and into Delmarva, a subsidiary of Delmar, and the conversion of each share of Liberty common stock outstanding immediately prior to the consummation of the merger into 0.2857 shares of Delmar common stock, $1.70 in cash or a combination thereof. This document serves as an offering circular for the shares of Delmar common stock to be issued in exchange for shares of Liberty common stock in the merger.

Q-3:       WHAT ITEMS OF BUSINESS WILL LIBERTY ASK STOCKHOLDERS TO CONSIDER AT THE SPECIAL MEETING?

A:           At the Liberty special meeting, stockholders are asked to vote on: (i) the proposal to approve and adopt the merger agreement among Liberty, Delmar and Delmarva, under which Liberty will merge with and into Delmarva, and (ii) the proposal to adjourn or postpone Liberty’s special meeting, if necessary, to solicit additional proxies if Liberty has not received sufficient votes to approve and adopt the merger agreement at the time of the special meeting.

Q-4:       WHY IS MY VOTE IMPORTANT?

A:           The merger agreement must be approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Liberty common stock entitled to vote at the special meeting.  Therefore, the failure of a Liberty stockholder to vote, by proxy or in person, will have the same effect as a vote against the merger agreement.  In addition, if you do not return your proxy card or vote your shares by telephone or over the internet at or before the special meeting, it will be more difficult for Liberty to obtain approval of the merger.

Q-5:       WHAT DOES THE LIBERTY BOARD OF DIRECTORS RECOMMEND?

A:           The Liberty board of directors has approved the merger agreement and the merger, and believes that the merger is in the best interests of Liberty and its stockholders. Accordingly, the Liberty board of directors unanimously recommends that you vote “FOR” the proposal to approve and adopt the merger agreement, and “FOR” the approval of the proposal to adjourn or postpone the special meeting to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger agreement.

Q-6:       WHAT IS THE OPINION OF LIBERTY’S FINANCIAL ADVISOR?

A:           FIG Partners LLC (“FIG”) presented an opinion to the board of directors of Liberty to the effect that, as of July 20, 2017, and based upon the assumptions FIG made, the matters it considered and the limitations on its review as set forth in its opinion, the merger consideration provided for in the merger agreement is fair to the shareholders of Liberty from a financial point of view.

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Q-7:       WHAT DO I NEED TO DO NOW?

A:            After you have carefully read this proxy statement/offering circular, please use one of the proxy voting methods to indicate how you want your shares of Liberty common stock voted with respect to each proposal as soon as possible so that your shares will be represented and voted at the special meeting.  If you are a stockholder of record, you may complete, sign, date and mail the proxy card in the enclosed postage-paid return envelope.  You may also vote your shares by telephone or over the internet.  Instructions for voting by returning a signed proxy card and for voting by telephone or over the internet are on the proxy card enclosed with this proxy statement/offering circular.  If you vote your shares by returning a signed proxy card, do not send your Liberty stock certificates with your proxy card.

Q-8:       WHY ARE DELMAR AND LIBERTY PROPOSING TO MERGE?

A:            Liberty believes that the proposed merger is advisable and in the best interests of Liberty stockholders, and Delmar and Delmarva believe that the merger will further Delmarva’s strategic growth plans. As a larger company, Delmarva can provide the capital and resources that Liberty needs to compete more effectively and to offer a broader array of products and services to better serve its customers. The merger also involves certain risks, which are described under “Risk Factors” beginning on page [·].

Q-9:       WHEN IS THE MERGER EXPECTED TO BE COMPLETED?

A:           Liberty and Delmar expect to complete the merger shortly after all of the conditions to the merger are fulfilled, including obtaining the approval of Liberty stockholders at the special meeting, and the approval of the applicable regulatory agencies. Delmar, Delmarva and Liberty anticipate this will occur in the first quarter of 2018. None of Delmar, Delmarva or Liberty can assure you that they will obtain the necessary Liberty stockholder approval and regulatory approvals or that the other conditions precedent to the merger can or will be satisfied.

Q-10:     WHAT WILL LIBERTY STOCKHOLDERS RECEIVE IN THE MERGER?

A:            Under the merger agreement, each share of Liberty common stock will be converted into the right to receive 0.2857 shares of Delmar common stock, $1.70 in cash, or a combination thereof.

You will be able to elect to receive Delmar common stock, cash, or a combination of Delmar common stock and cash for your shares of Liberty common stock. Regardless of your choice, however, elections will be limited by the requirement that 70% of Liberty common stock will be converted into Delmar common stock and 30% will be converted into cash. Therefore, the allocation of Delmar common stock and cash that you will receive will depend in part on the elections of other Liberty stockholders. The allocation of the consideration payable to Liberty stockholders will not be known until the exchange agent tallies the results of the stock/cash elections made by Liberty’s stockholders. If you do not make an election, the type of consideration you will receive will depend solely on the consideration elected by other Liberty stockholders.

Delmar will not issue any fractional shares of common stock. Rather, Delmar will pay cash (without interest) for any fractional share that a Liberty stockholder would have otherwise be entitled to receive in the merger.

Q-11:     ARE THERE REGULATORY OR OTHER CONDITIONS TO THE MERGER OCCURRING?

A:           Yes. The merger must be approved by the Federal Deposit Insurance Corporation (the “FDIC”), the Office of the State Bank Commissioner of the State of Delaware (the “Delaware Commissioner”), and the New Jersey Department of Banking and Insurance (the “New Jersey Commissioner”). As of the date of this proxy statement/offering circular, appropriate applications have been filed with these regulatory authorities.

The merger is subject to the conditions that Delmar and Liberty receive tax opinions from their respective tax counsel that the merger will be treated as a reorganization under Section 368(a) of the Internal Revenue Code of 1986 (the “Code”), and that Delmar receive an opinion from its tax counsel that it will be able to utilize certain federal tax assets of Liberty. The merger is also subject to the approval by Delmar’s shareholders of an amendment to Delmar’s articles of incorporation to increase the number of authorized shares of Delmar common capital stock,

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and certain other specified conditions. See “Proposal 1: The Merger—Terms of the Merger—Conditions to Merger,” beginning at page [·].

Q-12:     WHAT VOTE IS REQUIRED TO APPROVE THE MERGER?

A:           The merger agreement must be approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Liberty common stock entitled to vote at the special meeting.

Q-13:     AM I ENTITLED TO DISSENTERS’ RIGHTS?

A:           Yes. Under New Jersey law, stockholders of Liberty have the right to dissent from the merger and to receive payment in cash for the value of their shares of Liberty common stock instead of the merger consideration. Under New Jersey law, the value to which a dissenting stockholder would be entitled to receive is the amount which would be paid upon such shares if the business and assets of Liberty were liquidated on the effective date of the merger.

If you are a Liberty stockholder and wish to exercise your dissenters’ rights, you must:

·                  serve a written notice of dissent from the merger agreement, by registered mail or in person by you or your agent, at the principal office of Liberty no later than the third day prior to the Liberty special meeting of stockholders;

·                  not vote in favor of the merger; and

·                  within 30 days after the filing of the merger agreement with the New Jersey Department of Banking and Insurance to effect the merger, make a written demand on Delmar at its principal office for payment of the value of Liberty stock.

Written notices of dissent should be addressed to Liberty’s Corporate Secretary and sent to 145 North Maple Ave., Marlton, NJ 08053. Written demand on Delmar following the effective date of the merger should be addressed to Delmar’s Corporate Secretary and sent to 2245 Northwood Drive, Salisbury, MD 21801.

Failure to comply with the statute exactly will result in the loss of your rights as a dissenting stockholder. You should read the statute carefully and consult with your legal counsel if you intend to exercise these rights. A copy of the applicable statutory provisions are attached as Annex C of this document. See also “Proposal 1: The Merger—Dissenters’ Rights” beginning on page [·].

Q-14:     WHAT IF I ABSTAIN FROM VOTING?

A:           An abstention will count as present and entitled to vote for purposes of determining quorum.  If a Liberty stockholder abstains from voting on the merger agreement, it will have the same effect as a vote against the merger agreement.

Q-15:     SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

A:           No. Liberty stockholders should not send in their stock certificates at this time. Liberty stockholders will receive instructions from the exchange agent in the future. See “Proposal 1—The Merger—Terms of the Merger—Exchange Procedures” on page [·].

Please do not send any stock certificates to Delmar, Liberty, or the exchange agent until you receive instructions.

Q-16:     CAN I CHANGE MY VOTE AFTER I HAVE SUBMITTED MY PROXY?

A:           Yes. There are three ways for you to revoke your proxy and change your vote:

1.       You may submit a later dated proxy before Liberty’s special meeting.

2.        You may revoke your proxy by written notice delivered at any time prior to the vote on the merger including delivery at the special meeting of stockholders. Liberty stockholders should deliver this notice to the Corporate Secretary.

3.        You may attend the Liberty special meeting and vote in person. If you have instructed a broker to vote your shares, you must follow directions received from your broker to change your vote.

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Q-17:     WHAT ARE THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO LIBERTY STOCKHOLDERS?

A:            The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the holders of Liberty common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of Liberty common stock solely for shares of Delmar common stock in the merger, except with respect to any cash received in lieu of fractional shares. Liberty stockholders that receive only cash in exchange for their Liberty common stock will recognize gain or loss on the transaction. Liberty stockholders that receive a combination of cash and Delmar common stock in exchange for their shares of Liberty common stock will typically recognize gain (but not loss) on the transaction. Liberty stockholders will recognize a gain or loss in connection with cash received in lieu of fractional shares of Delmar common stock.

This tax treatment may not apply to all Liberty stockholders. It is a condition to the closing of the merger that Delmar receive the opinion of its special counsel, Pepper Hamilton LLP, and that Liberty receive the opinion of its special counsel, Stevens & Lee, substantially to the effect that, on the basis of facts, representations, and assumptions set forth or referred to in that opinion (including factual representations contained in certificates of officers of Delmar and Liberty), the merger will be treated as a reorganization within the meaning of Section 368(a) of the Code.  The condition is waivable, and in such case, Delmar and Liberty will undertake to recirculate and resolicit if the condition is waived by either party and the change in the tax consequences is material.

Delmar, Delmarva and Liberty urge you to consult your tax advisor for a full understanding of the tax consequences of the merger to you. Tax matters are very complicated and, in many cases, tax consequences of the merger will depend on your particular facts and circumstances. See “Proposal 1—The Merger—Material U.S. Federal Income Tax Consequences,” beginning at page  [•].

Q-18:     WHAT HAPPENS IF MY STOCK CERTIFICATES ARE HELD IN “STREET NAME” BY MY BROKER, BANK, OR OTHER NOMINEE?

A:            Your broker, bank, or other nominee will not vote your shares unless you provide instructions to your broker, bank, or other nominee on how to vote. You should fill out the voter instruction form sent to you by your broker, bank, or other nominee with this document.

Q-19:     WHOM SHOULD I CALL WITH QUESTIONS OR TO OBTAIN ADDITIONAL COPIES OF THIS DOCUMENT?

A:           If you have questions about your special meeting of stockholders or if you need additional copies of this document, you should contact:

Benjamin F. Watts

President and Chief Executive Officer

Liberty Bell Bank

145 North Maple Avenue

Marlton, New Jersey 08053

856-830-1135

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SUMMARY

This summary highlights selected information from this document. It does not contain all of the information that may be important to you. You should carefully read this entire document and the other documents referred to in this document before you decide how to vote. Together these documents will give you a more complete description of the proposed transaction. Page references are included in this summary to direct you to more thorough descriptions of the topics provided elsewhere in these materials.

The Special Meeting of Stockholders

Liberty special meeting of stockholders to be held [·], 2017 (see page [·]).

Liberty will hold a special meeting of stockholders on [·], 2017, at [·] p.m., local time, at [·].

Liberty record date set at [·], 2017; one vote per share of Liberty common stock (see page [·]).

If you owned shares of Liberty common stock at the close of business on [·], 2017, you are entitled to notice of, and to vote at, the special meeting of stockholders. You will have one vote at the special meeting for each share of Liberty common stock you owned on [·], 2017. On [·], 2017, there were 8,766,897 shares of Liberty common stock outstanding.

The Companies (see page [·])

Delmar Bancorp

2245 Northwood Drive

Salisbury, Maryland 21801

410-548-1100

Delmar Bancorp, with assets of $537 million as of June 30, 2017, is the bank holding company for The Bank of Delmarva. Delmar’s common stock is quoted on the OTC Pink marketplace under the symbol “DBCP.”

Delmarva was originally chartered in the State of Maryland in 1896, converted to a Delaware chartered bank in 1996, and has ten branches throughout Delmar, Salisbury and Ocean City, Maryland and Sussex County, Delaware. Delmarva offers a full range of deposit, loan and related banking and financial products and services to consumer and commercial customers. For more information, visit the Delmarva website at www.bankofdelmarvahb.com . The information on Delmar’s website is not incorporated into this proxy statement/offering circular.

Liberty Bell Bank

145 North Maple Avenue

Marlton, New Jersey 08053

856-830-1100

Liberty Bell Bank, with assets of $147.8 million as of June 30, 2017, is a New Jersey chartered commercial bank. Liberty stock is quoted on the OTC Pink marketplace under the symbol “LBBB.” For more information, visit the Liberty website at www.libertybellbank.com. The information on Liberty’s website is not incorporated into this proxy statement/offering circular.

We propose that Liberty merge into Delmarva, a wholly owned subsidiary of Delmar (see page  [·]).

Under the terms of the merger agreement, Delmar will acquire Liberty by merging Liberty with and into Delmarva, a wholly-owned subsidiary of Delmar. Liberty will cease to exist as a separate entity. A copy of the merger agreement is attached to this document as Annex A.

Liberty stockholders will receive 0.2857 shares of Delmar common stock, $1.70 in cash or a combination thereof for each share of Liberty common stock (see page [·]).

If the merger is completed, each share of Liberty common stock will be converted into the right to receive 0.2857 shares of Delmar common stock, $1.70 in cash or a combination thereof. Liberty stockholders also will receive cash instead of any fractional shares they would have otherwise received in the merger.

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Each holder of Liberty common stock will be able to elect to receive Delmar common stock, cash, or a combination of cash and Delmar common stock for his or her shares of Liberty common stock. Regardless of your choice, however, elections will be limited by the requirement that 70% of the shares of Liberty common stock will be exchanged for Delmar common stock and 30% will be exchanged for cash. Therefore, the allocation of Delmar common stock and cash that you receive will depend on the elections of other Liberty stockholders.

Liberty has received an opinion from its financial advisor that the merger consideration is fair, from a financial point of view, to the stockholders of Liberty (see page [·]).

In connection with the merger, the board of directors of Liberty received a written opinion from Liberty’s financial advisor, FIG, as to the fairness of the merger consideration, from a financial point of view, to the stockholders of Liberty. The full text of the opinion of FIG, dated as of July 20, 2017, is included in this document as Annex B. Liberty encourages you to read this opinion carefully in its entirety for a description of the procedures followed, assumptions made, matters considered, and limitations of the review undertaken by FIG. The opinion of FIG is directed to Liberty’s board of directors and does not constitute a recommendation to you or any other stockholder as to how to vote with respect to the merger, the form of consideration to be received in the merger, or any other matter relating to the proposed merger.

Liberty stockholder vote required (see page [·]).

Approval and Adoption of the Agreement of Merger. The affirmative vote, in person or by proxy, of at least two thirds of the outstanding shares of Liberty common stock on the record date is required to approve and adopt the merger agreement.

Discretionary Authority to Adjourn or Postpone the Special Meeting. The affirmative vote of a majority of Liberty shares represented, in person or by proxy, at the special meeting is required to approve the proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the proposal to approve and adopt the merger agreement.

Each holder of shares of Liberty common stock outstanding on the record date will be entitled to one vote for each share held of record. The vote required for approval and adoption of the merger agreement is at least two thirds of the outstanding shares of Liberty common stock. Therefore, the failure to vote and abstentions will have the same effect as a vote against the merger agreement and the merger. Brokers who hold Liberty common stock as nominees on your behalf will not have authority to vote your shares with respect to the merger agreement unless you provide voting instructions in accordance with the directions provided by your broker. Failure to provide your broker with voting instructions will have the same effect as a vote against the merger agreement.

Liberty directors and executive officers have agreed to vote in favor of the merger (see page [·]).

On [·], 2017, the directors and executive officers of Liberty had sole or shared voting power over [ — ] shares, or [ — ] %, of the outstanding shares of Liberty common stock. These directors and officers of Liberty have agreed with Delmar and Delmarva to vote these shares of Liberty common stock in favor of approving and adopting the merger agreement.

Liberty directors and executive officers may have interests in the merger that differ from your interests (see page [·]).

In considering the information contained in this proxy statement/offering circular, you should be aware that Liberty’s directors and executive officers have financial interests in the merger that are different from, or in addition to, the interests of Liberty stockholders generally.  These interests include, among other things:

·                  Kenneth R. Lehman, a director of Liberty and its largest shareholder, owning more than 43% of its outstanding shares, is also a director of Delmar and Delmar’s largest shareholder, owning more than 40% of Delmar’s outstanding shares;

·                  Benjamin F. Watts, President and Chief Executive Officer of Liberty, has entered into (i) an amendment to his employment contract providing for the payment to Mr. Watts of certain amounts upon the consummation of the merger; and (ii) a new consulting agreement with Delmar and

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Delmarva to be effective upon the consummation of the merger providing certain payments in exchange for providing for assistance with the transition of Liberty’s customer relationships and operations to Delmarva;

·                  John R. Herring, Executive Vice President and Chief Lending Officer of Liberty, has entered into a new employment agreement with Delmar and Delmarva to be effective upon the consummation of the merger providing for certain payments upon the consummation of the merger, ongoing benefits, an increase in base salary and a discretionary bonus structure;

·                  Dennis A. Costa, Executive Vice President and Chief Financial Officer of Liberty, has the right to receive cash severance under his existing employment agreement if his employment is involuntarily terminated without cause or he terminates for good reason after the consummation of the merger;

·                  Liberty or Delmar will award retention bonuses to certain other Liberty employees if they do not terminate their employment with Liberty and Delmar prior to a predetermined date, and Liberty employees will receive severance payments if they are terminated involuntarily without cause within nine months following the effective time of the merger, payable pursuant to the terms of the merger agreement;

·                  the right to continued indemnification and liability insurance coverage for Liberty’s current directors by Delmar after the merger for acts or omissions occurring before the merger;

·                  the appointment of two directors from Liberty’s board of directors to each of Delmar’s and Delmarva’s board of directors following completion of the merger (in addition to Kenneth R. Lehman who is already a director of Delmar and Delmarva), and any related compensation for such services; and

·                  the opportunity of the other Liberty directors to join the newly formed advisory board for the New Jersey market, and to receive fees for such service.

None of Delmar’s or Delmarva’s executives and employees will receive change in control related payments or benefits since the merger does not constitute a “change in control” for purposes of Delmar’s or Delmarva’s employment agreements, change in control agreements, equity incentive plan, 2014 Restricted Stock Option Plan and 2004 Stock Option Plan.

Liberty’s board of directors was aware of these interests and considered them in approving and recommending the merger agreement.  These and certain other additional interests of Liberty’s directors and executive officers are described in detail in “Proposal 1—The Merger—Interests of Directors and Executive Officers in the Merger,” found elsewhere in this document. These circumstances may cause some of Liberty’s directors and executive officers to view the proposed merger differently than you view it.

Delmar must obtain regulatory approval and satisfy other conditions before the merger is complete (see page [·]).

Delmar’s and Liberty’s obligations to complete the merger and the bank merger are subject to various conditions that are usual and customary for this kind of transaction. These conditions include obtaining approval from the FDIC, the Delaware Commissioner, and the New Jersey Commissioner.  Delmar has determined that approval of the Federal Reserve Board is not required.  As of the date of this document, appropriate applications for approval have been filed. In addition to the required regulatory approvals, the merger will only be completed if certain conditions are met. See “Proposal 1—The Merger—Terms of the Merger—Conditions to Merger.”

Among the conditions to Delmar’s obligations to consummate the merger is the receipt of an opinion of its special tax counsel that the merger will not result in an “ownership change” of Liberty for purposes of Section 382 of the Code, which would limit its ability to utilize Liberty’s deferred tax assets relating to its net operating losses for federal income tax purposes.  See “Proposal 1—The Merger—Terms of the Merger—Conditions to Merger.”

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Amendment or termination of the merger agreement is possible (see page [·]).

Delmar, Delmarva and Liberty can agree to amend the merger agreement in any way, except that, after approval of the merger agreement by Liberty stockholders at its special meeting, Delmar, Delmarva and Liberty cannot amend the merger agreement to change the amount of merger consideration Liberty stockholders will receive in the transaction from what is provided in the merger agreement without approval of such amendment by Liberty’s stockholders.

Delmar and Liberty may agree to terminate the merger agreement and not complete the merger at any time before the merger is completed. Each company also may unilaterally terminate the merger agreement in certain circumstances. This includes, among others, the failure to complete the merger by April 30, 2018, unless the terminating company’s breach is the reason the merger has not been completed. See “Proposal 1 — The Merger — Terms of the Merger — Termination.”

Rights of Liberty stockholders differ from those of Delmar shareholders (see page [·]).

When the merger is complete, Liberty stockholders who receive shares of Delmar common stock will become Delmar shareholders by operation of law. The rights of Liberty stockholders differ from the rights of Delmar shareholders in certain important ways. Many of these differences have to do with differences in state laws, and provisions in Liberty’s certificate of incorporation and bylaws that differ from those of Delmar. See “Comparison of Shareholders’ Rights.”

Material U.S. federal income tax consequences of the merger (see page [·]).

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the merger so qualifies, the holders of  Liberty common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of Liberty common stock solely for shares of Delmar common stock in the merger, except with respect to any cash received in lieu of fractional shares. Liberty stockholders that receive only cash in exchange for their shares of Liberty common stock will recognize gain or loss on the transaction.  Liberty stockholders that receive a combination of cash and Delmar common stock in exchange for their shares of Liberty common stock will typically recognize gain (but not loss) on the transaction (assuming the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code). Liberty stockholders will recognize a gain or loss in connection with cash received in lieu of fractional shares of Delmar common stock. This tax treatment may not apply to all Liberty stockholders.

It is a condition to the closing of the merger that Delmar and Delmarva receive the opinion of its special counsel, Pepper Hamilton LLP, and that Liberty receive the opinion of its special counsel, Stevens & Lee, substantially to the effect that, on the basis of facts, representations, and assumptions set forth or referred to in that opinion (including factual representations contained in certificates of officers of Delmar and Liberty), the merger will be treated as a reorganization within the meaning of Section 368(a) of the Code.  The condition is waivable, and in such case, Delmar and Liberty will undertake to recirculate and resolicit if the condition is waived by either party and the change in the tax consequences is material.

Delmar, Delmarva and Liberty urge you to consult your tax advisor for a full understanding of the specific tax consequences of the merger to you. Tax matters are very complicated and, in many cases, tax consequences of the merger will depend on your particular facts and circumstances. See “Proposal 1—The Merger—Material U.S. Federal Income Tax Consequences,” beginning at page  [·].

Liberty stockholders are entitled to dissenters’ rights (see page [·]).

Under New Jersey law, stockholders of Liberty have the right to dissent from the merger and to receive payment in cash for the value of their shares of Liberty common stock instead of the merger consideration. Under New Jersey law, the value to which a dissenting stockholder would be entitled to receive is the amount which would be paid upon such shares if the business and assets of Liberty were liquidated on the effective date of the merger. Liberty stockholders electing to do so must comply with the statutory provisions relating to dissenters’ rights in order to perfect their dissenters’ rights. A copy of the applicable statutory provisions are attached as Annex C of this document. You should read the statute carefully and consult with your legal counsel if you intend to exercise these rights. The failure to comply with the statute exactly will result in the loss of your rights as a dissenting stockholder.

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Market Price and Dividend Information

Delmar

As of [Record Date], there were 8,219,576 shares of Delmar common stock outstanding which were held by approximately 300 holders of record. The number of stockholders does not reflect the number of investors holding stock in nominee name through banks, brokerage firms, and others.

Delmar common stock is quoted on the OTC Pink marketplace maintained by OTC Market Groups, Inc. under the symbol “DBCP.” There is a limited public trading market for Delmar common stock. The following table shows, for the indicated periods, the high and low sales prices per share for Delmar common stock as reported on OTC Pink marketplace and dividends declared per share of Delmar common stock. These prices may include retail markups, markdowns, or commissions.

On July 20, 2017, the last full trading day before the public announcement of the execution of the merger agreement, and on [·], 2017, the latest practicable trading day before the printing of this document, the high, low and closing sales prices for Delmar common stock were as follows:

There can be no assurance that future earnings will be sufficient to allow Delmar to maintain or increase the amount of the cash dividend.  A substantial source of Delmar’s income from which it can pay dividends is the receipt of dividends from Delmarva. The availability of dividends from Delmarva is limited by various statutes and regulations. It also is possible, depending on the financial condition of Delmarva, and other factors, that the applicable regulatory authorities could assert that payment of dividends or other payments is an unsafe or unsound banking practice. In the event that Delmarva is unable to pay dividends to Delmar, Delmar may not be able to pay dividends on its common stock. As of the date of this proxy statement/offering circular, Delmar has no such restrictions.

Under Maryland law, dividends may only be paid out of retained earnings. State and federal bank regulatory agencies also have authority to prohibit a bank from paying dividends if such payment is deemed to be an unsafe or unsound practice, and the Federal Reserve Board has the same authority over bank holding companies.  At June 30, 2017, Delmarva could pay dividends to Delmar to the extent of its retained earnings so long as it maintained required capital ratios.

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The Federal Reserve Board has established requirements with respect to the maintenance of appropriate levels of capital by registered bank holding companies.  Compliance with such standards, as presently in effect, or as they may be amended from time to time, could possibly limit the amount of dividends that Delmar may pay in the future.  In 1985, the Federal Reserve Board issued a policy statement on the payment of cash dividends by bank holding companies.  In the statement, the Federal Reserve Board expressed its view that a holding company experiencing earnings weaknesses should not pay cash dividends exceeding its net income, or which could only be funded in ways that weaken the holding company’s financial health, such as by borrowing. As a depository institution, the deposits of which are insured by the FDIC, Delmarva may not pay dividends or distribute any of its capital assets while it remains in default on any assessment due the FDIC. Delmarva currently is not in default under any of its obligations to the FDIC.

Liberty

As of [Record Date], there were 8,766,897 shares of Liberty common stock outstanding which were held by approximately 434 holders of record. The number of stockholders does not reflect the number of investors holding stock in nominee name through banks, brokerage firms, and others.

Liberty common stock is listed on the OTC Pink marketplace under the symbol “LBBB.” There is a limited public trading market for Liberty common stock. The following table shows, for the indicated periods, the high and low sales prices per share for Liberty common stock as reported on the OTC Pink marketplace. These prices may include retail markups, markdowns, or commissions. Liberty has not paid a cash dividend since its organization.

On July 20, 2017, the last full trading day before the public announcement of the execution of the merger agreement, and on [·], 2017, the latest practicable trading day before the printing of this document, the high, low and closing sales prices for Liberty common stock were as follows:

Pursuant to the merger agreement, Liberty is prohibited from paying dividends.

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Comparative Market Value

The following table sets forth the market value per share of Delmar and Liberty common stock and the equivalent market value per share of Liberty common stock on July 20, 2017 (the last trading day prior to the date of the public announcement of the merger) and [·], 2017 (the latest practicable trading day prior to the date of this document). The equivalent market value is based upon an assumed exchange ratio of 0.2857 shares of Delmar common stock multiplied by the closing sales price of Delmar common stock on the specified date.

Adjournment or Postponement Proposal (Page [·])

You are being asked to approve a proposal to grant the Liberty board of directors discretionary authority to adjourn or postpone the special meeting, if necessary, to solicit additional proxies for the merger proposal in the event there are insufficient votes to approve and adopt the merger agreement.

Recent Developments

Third Quarter Results — Delmarva.  .  At September 30, 2017, Delmarva had total assets of approximately $546.9 million, a 6.7% increase from December 31, 2016, gross loans of approximately $449.4  million, a 4.4 % increase over December 31, 2016, total deposits of approximately $451.2 million, an increase of 4.1% over December 31, 2016, and total shareholders’ equity of approximately $49.0 million, a 6.1 % increase over December 31, 2016. At  September 30, 2017, Delmarva’s adversely classified assets totaled $18.2 million, a decrease of $400,000 from the $18.6 million reported at December 31, 2016. Nonaccrual loans totaled $4.5 million at September 30, 2017, compared to $3.6 million at December 31, 2016. Nonaccrual loans as a percentage of total loans was  0.992% at September 30, 2017 compared to 0.835% at December 31, 2016.  There was one loan past due 90 days or more and still accruing interest at September 30, 2017 with a balance of $5,000 as compared to one loan greater than 90 days past due still accruing interest, with a balance of $10,000, at December 30, 2016. Adversely classified assets to bank capital were 31.7% at September 30, 2017, compared to 34.1% at December 31, 2016. Loans classified as troubled debt restructurings totaled $21.6 million at September 30, 2017, compared to $18.6 million at December 31, 2016. Delmarva’s net income for the nine month period ended September 30, 2017 was approximately $3.1 million, [including the effect of approximately $513 thousand of merger related expenses, or $.06 per basic common share]. Excluding the effect of the merger related expenses, adjusted earnings were approximately $3.6 million for the nine month period, or $.44 per basic common share.  The foregoing information is derived from Delmarva’s Report of Condition and Income for the nine months ended September 30, 2017.  Delmar does not currently issue consolidated earnings reports for the first and third quarters of its fiscal year, although substantially all of the activity of Delmar is within Delmarva.  The results of operations for the nine month period ended September 30, 2017 does not necessarily indicate the results which may be expected for any future period or for the full year.

Third Quarter Results — Liberty.  At September 30, 2017, Liberty had total assets of approximately $147.6 million, a $2.0 million decrease from December 31, 2016, net loans of approximately $122.9 million, an increase of approximately $3.4 million over December 31, 2016, total deposits of approximately $134.5 million, a decrease of $1.6 million from December 31, 2016, and total shareholders’ equity of approximately $10.0 million, an increase of approximately $270 thousand over December 31, 2016. At  September 30, 2017, Liberty’s non-performing assets totaled $3.6 million, a decrease of $500 thousand from December 31, 2016. Other real estate owned was $1.9 million at September 30, 2017 and December 31, 2016. Liberty’s net income for the three and nine month periods ended September 30, 2017 were approximately $136 thousand and $179 thousand, respectively, or $0.02 per diluted common share in each period. The results of operations for the three and nine month periods ended September 30, 2017 does not necessarily indicate the results which may be expected for any future period or for the full year.  For more information, see the most recent earnings release of Liberty located on its website at www.libertybellbank.com under the Investor Relations tab. The information on Liberty’s website is not incorporated into this proxy statement/offering circular.

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COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

Presented below for Delmar and Liberty are comparative historical and unaudited pro forma equivalent per share financial data as of and for the year ended December 31, 2016, and as of and for the six months ended June 30, 2017. The information presented below should be read together with the historical consolidated financial statements of Delmar and Liberty, including the related notes. The Delmar consolidated financial statements are included in this proxy statement/offering circular beginning at Annex E. The Liberty financial statements are included in this proxy statement/offering circular at Annex F.

The unaudited pro forma information gives effect to the merger as if the merger had been effective on December 31, 2016 and  June 30, 2017 in the case of the book value data, as if the merger had been effective as of January 1, 2016 in the case of the earnings per share and the cash dividends data for the year ended December 31, 2016, and as if the merger had been effective as of January 1, 2017 in the case of the earnings per share and the cash dividends data for the six months ended June 30, 2017. The unaudited pro forma data combines the historical results of Liberty into Delmar’s consolidated financial statements. While certain adjustments were made for the estimated impact of fair value adjustments and other acquisition-related activity, they are not indicative of what could have occurred had the acquisition taken place on January 1 or December 31, 2016, or January 1 or June 30, 2017.

The unaudited pro forma adjustments are based upon available information and certain assumptions that Delmar and Liberty management believe are reasonable. The unaudited pro forma data, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of factors that may result as a consequence of the merger or consider any potential impacts of current market conditions or the merger on revenues, expense efficiencies or asset dispositions, among other factors, nor the impact of possible expanded business opportunities resulting from the merger. As a result, unaudited pro forma data are presented for illustrative purposes only and do not represent an attempt to predict or suggest future results. Upon completion of the merger, the operating results of Liberty will be reflected in the consolidated financial statements of Delmar on a prospective basis.

(1)   Pro forma dividends per share represent Delmar historical dividends per share.

The pro forma combined book value per share of Delmar is based upon the pro forma combined common shareholders’ equity for Delmar and Liberty divided by the total pro forma common shares of the combined entity and reflects Liberty shares at the exchange ratio of 0.2857.

The pro forma combined book value per share of Delmar is based upon the pro forma combined common shareholders’ equity for Delmar and Liberty divided by the total pro forma common shares of the combined entity and reflects Liberty shares at the exchange ratio of 0.2857.

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SELECTED FINANCIAL AND OTHER DATA OF DELMAR

The following summary presents Selected Consolidated Financial Data of Delmar as of and for the periods indicated. The financial data as of and for the years ended December 31, 2016 through 2012 has been derived from Delmar’s audited financial statements. The financial data as of and for the six months ended June 30, 2017 and 2016 has been derived from Delmar’s unaudited consolidated financial statements. The information as of and for the six months ended June 30, 2017 and 2016 is unaudited and reflects only normal recurring adjustments that are, in the opinion of Delmar’s management, necessary for a fair presentation of the result for the interim period presented. The results of operations for the six months ended June 30, 2017 are not necessarily indicative of the results to be achieved by Delmar for all of 2017 or for any other period.

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SELECTED FINANCIAL AND OTHER DATA OF LIBERTY

The following summary presents Selected Consolidated Financial Data of Liberty as of and for the periods indicated. The financial data as of and for the years ended December 31, 2016 through 2012 has been derived from Liberty’s audited financial statements. The financial data as of and for the six months ended June 30, 2017 and 2016 has been derived from Liberty’s unaudited consolidated financial statements. The information as of and for the six months ended June 30, 2017 and 2016 is unaudited and reflects only normal recurring adjustments that are, in the opinion of Liberty’s management, necessary for a fair presentation of the result for the interim period presented. The results of operations for the six months ended June 30, 2017 are not necessarily indicative of the results to be achieved by Liberty for all of 2017 or for any other period.