CBTX, Inc. (Form: 8-K, Received: 08/25/2022 16:46:55)

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): August 25, 2022

CBTX, Inc.

(Exact name of registrant as specified in its charter)


Texas	001-38280	20-8339782
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

9 Greenway Plaza, Suite 110

Houston, Texas 77046

(Address of principal executive offices)

(713) 210-7600

(Registrant’s telephone number, including area code)

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:

☐ 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 per share	CBTX	The Nasdaq Global Select Market

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 (§230.12b-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 1.01. Entry into a Material Definitive Agreement.

On August 25, 2022, CBTX, Inc., a Texas corporation (the “Company”), and Allegiance Bancshares, Inc., a Texas corporation (“Allegiance”), entered into an amendment (the “Amendment”) to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 5, 2021, by and between the Company and Allegiance, pursuant to which, Allegiance will, upon the terms and subject to the conditions set forth therein, merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”).

Prior to the parties’ execution and delivery of the Amendment, Section 8.1(c) of the Merger Agreement provided that either party may terminate the Merger Agreement at any time prior to the effective time of the Merger if the Merger shall not have been consummated on or before August 2, 2022 (the “Termination Date”), subject to certain limitations, and an automatic extension of such date to October 31, 2022 (the “Regulatory Extension Date”) if the requisite regulatory approvals have not been received prior to the Termination Date. Pursuant to the Amendment, the parties amended Section 8.1(c) of the Merger Agreement to extend (a) the Termination Date from August 2, 2022 to November 1, 2022, and (b) the Regulatory Extension Date from October 31, 2022 to January 3, 2023.

As of August 25, 2022, regulatory approval from the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) for the Merger has not yet been received by the parties. The parties have entered into the Amendment in order to provide additional time to obtain such approval from the Federal Reserve Board. The parties have received regulatory approvals from the Federal Deposit Insurance Corporation and the Texas Department of Banking for the merger of CommunityBank of Texas, N.A., the Company’s wholly owned bank subsidiary, with and into Allegiance Bank, Allegiance’s wholly owned bank subsidiary, with Allegiance Bank continuing as the surviving bank. Approval by the Federal Reserve Board is the only outstanding regulatory approval required to complete the Merger, and the Company and Allegiance both remain committed to the Merger and obtaining such approval.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number	Description of Exhibit
2.1	First Amendment, dated as of August 25, 2022, to the Agreement and Plan of Merger, dated as of November 5, 2021, by and between CBTX, Inc. and Allegiance Bancshares, Inc.
104	Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document.

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 thereunto duly authorized.


		CBTX, Inc.





Date: August 25, 2022	By:		/s/ Robert T. Pigott, Jr.
			Robert T. Pigott, Jr.
			Senior Executive Vice President and Chief Financial Officer

Exhibit 2.1

FIRST AMENDMENT to the

Agreement and plan of merger

This First Amendment to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of August 25, 2022, by and between CBTX, Inc., a Texas corporation (“CBTX”), and Allegiance Bancshares, Inc., a Texas corporation (“Allegiance”).

Recitals

WHEREAS, CBTX and Allegiance are parties to that certain Agreement and Plan of Merger, dated November 5, 2021 (the “Merger Agreement”), pursuant to which Allegiance will, subject to the terms and conditions set forth therein, merge with and into CBTX (the “Merger”), so that CBTX is the surviving entity in the Merger; and

WHEREAS, CBTX and Allegiance desire to amend and restate Section 8.1(c) of the Merger Agreement to extend the time periods provided therein.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

1.Defined Terms. All capitalized terms in this Amendment not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement. Unless otherwise specified, all section references in this Amendment refer to sections of the Merger Agreement.

2.Amendment. Section 8.1(c) of the Merger Agreement is hereby amended and restated in its entirety as follows:

“(c)by either Allegiance or CBTX if the Merger shall not have been consummated on or before November 1, 2022 (the “Termination Date”), unless the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of such party set forth herein; provided, however, that if the conditions to the Closing set forth in Section 7.1(c) or Section 7.1(e) (to the extent related to a Requisite Regulatory Approval) have not been satisfied or waived on or prior to such date but all other conditions to Closing set forth in Article VII have been satisfied or waived (other than those conditions that by their nature can only be satisfied or waived at the Closing (so long as such conditions are reasonably capable of being satisfied)), the Termination Date will be automatically extended to January 3, 2023, and such date, as so extended, shall be the “Termination Date”;”

3.Effect of Amendment. Except as otherwise expressly set forth herein, all other terms and conditions of the Merger Agreement remain in full force and effect without modification. From and after the execution of this Amendment by the parties hereto, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended hereby.

- 1 -

4.Governing Law. This Amendment and the rights and obligations of each of the parties subject to this Amendment shall be governed by, and construed in accordance with, the laws of the State of Texas without regard to the laws that might otherwise govern under applicable principles of conflicts of laws.

5.Counterparts. This Amendment may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

6. Severability. Whenever possible, each provision or portion of any provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Amendment is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Amendment shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.

7.Additional Miscellaneous Terms. The provisions of Article IX (General Provisions) of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

[Signature Page Follows]

- 2 -

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

CBTX, INC.

By: /s/ Robert R. Franklin, Jr.

Name:Robert R. Franklin, Jr.

Title:Chairman, President and

Chief Executive Officer

ALLEGIANCE BANCSHARES, INC.

By:/s/ Steven F. Retzloff

Name:Steven F. Retzloff

Title:Chief Executive Officer