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): July 7, 2020
BLUE RIDGE BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 001-39165 | 54-1470908 | ||
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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1807 Seminole Trail Charlottesville, Virginia |
22901 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (540) 743-6521
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:
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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)) |
| ☐ |
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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| Common stock, no par value | BRBS | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 7, 2020, Article II of the Articles of Incorporation of Blue Ridge Bankshares, Inc. (the “Company”) was amended to increase the number of authorized shares of the Company’s common stock, no par value per share, from 10,000,000 to 25,000,000 shares (the “Amendment”). The Amendment was adopted on February 19, 2020 by the Company’s Board of Directors and approved by the Company’s shareholders at an annual meeting of shareholders held on June 30, 2020. The full text of the Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is filed herewith:
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Exhibit No. |
Description of Exhibit |
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| 3.1 | Articles of Amendment of Blue Ridge Bankshares, Inc., dated July 7, 2020. | |
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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.
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BLUE RIDGE BANKSHARES, INC. (Registrant) |
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| Date: July 8, 2020 | By: | /s/ Amanda G. Story | ||
| Amanda G. Story | ||||
| Chief Financial Officer | ||||
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Exhibit 3.1
TO THE ARTICLES OF INCORPORATION OF
BLUE RIDGE BANKSHARES, INC.
I. Name. The name of the corporation is Blue Ridge Bankshares, Inc.
II. Text of Amendment. Subsection A of Section 1 of Article II of the corporation’s Articles of Incorporation shall be amended to increase the number of authorized shares of common stock from 10,000,000 to 25,000,000 shares. Subsection A of Section 1 of Article II is hereby amended and restated in its entirety as follows:
A. The Corporation is authorized to issue twenty-five million (25,000,000) shares of capital common stock with no stated par value.
III. Board Adoption and Shareholder Approval. The amendment was unanimously adopted by the Board of Directors of the corporation on February 19, 2020. The amendment was submitted to the shareholders of the corporation by its Board of Directors in accordance with the requirements of the Virginia Stock Corporation Act (the “Act”) at the annual meeting of shareholders held on June 30, 2020, and the amendment was duly approved by the shareholders of the corporation in the manner required by the Act and the corporation’s Articles of Incorporation.
IV. Effective Date. The Certificate of Amendment to be issued as a result of the filing of these Articles of Amendment shall become effective as of 5:01 p.m. Eastern Time on July 7, 2020 in accordance with Section 13.1-606 of the Act.
[Signature on next page]
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Dated: July 3, 2020 |
BLUE RIDGE BANKSHARES, INC. |
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By: |
/s/ Amanda G. Story |
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Amanda G. Story |
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Chief Financial Officer |
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