The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currentl...
The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.
The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Not...
The Offering. This summary highlights information presented in greater detail elsewhere in this prospectus supplement. This summary is not complete and does not contain all the information you should consider before investing in our securities. You should carefully read this entire prospectus supplement before investing in our securities including “Risk Factors” and our financial statements included in this prospectus supplement or incorporated by reference herein. Common shares offered by us Our common shares having an aggregate offering price of up to $80,000,000. Common shares to be outstanding following the offering Up to 85,639,667 shares, assuming sales of 12,987,013 shares of our common shares in this offering at an assumed price of $6.16 per share, which was the last reported sale price of our common shares on The Nasdaq Global Market on May 4, 2021. The actual number of shares issued will vary depending on the sales price under this offering. Use of Proceeds We currently intend to use the net proceeds from this offering to strategically invest in research and clinical development of current and/or additional pipeline candidates, our technology platforms, working capital, capital expenditures and general corporate purposes. See “Use of Proceeds.” Manner of offering “At the market offering” that may be made from time to time through our sales agent, Xxxxxxxxx. See “Plan of Distribution.” Risk Factors You should read the “Risk Factors” section of this prospectus supplement for a discussion of factors to consider carefully before deciding to purchase our securities. Nasdaq Global Market Symbol “ACIU” As of the date of this prospectus supplement, our issued share capital registered in the commercial register of the Canton of Vaud is CHF 1,537,748.98, consisting of 76,887,449 common shares with a nominal value of CHF 0.02 each. Of these issued totals, we held 4,235,023 as treasury shares totaling CHF 84,700.46 in share capital. The number of our common shares to be outstanding immediately after this offering is based on 72,652,654 common shares outstanding as of March 31, 2021, but excludes 3,030,854 of our common shares issuable upon the exercise of options and non-vested restricted shares units outstanding under our existing equity incentive plans at a weighted-average exercise price of $6.58 per common share. The common shares subject to this offering will be issued out of our existing authorized capital or sold from our treasury shares, and the subscription right...
The Offering. The Primary Parties, in accordance with the Plan of Conversion of Xxxxxxx Co-operative Bank, dated as of March 9, 2022 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend to convert from the mutual co-operative form of organization to a stock co-operative bank form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on December 31, 2020 (“Eligible Account Holders”), (2) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on March 10, 2022 (“Supplemental Eligible Account Holders”), and (3) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”). In addition, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons residing in the Massachusetts towns and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthrop. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditi...
The Offering. On April 22, 2009, the Board of Directors of PMMHC adopted a Plan of Conversion (the “Plan”), which provides for the conversion of PMMHC from mutual to stock form (the “Conversion”), the formation of HoldCo as a holding company that will own 100% of the common stock of PMMHC, and the issuance of all of PMMHC’s outstanding common stock to HoldCo. In connection with the Conversion, HoldCo is offering up to 6,772,221 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”), and, if necessary, (ii) a direct community offering (the “Community Offering”), and (iii) a syndicated community offering (the “Syndicated Community Offering”). The Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed fo...
The Offering. The Primary Parties, in accordance with the Plan of Conversion and Reorganization of 1895 Bancorp of Wisconsin, MHC, dated as of March 2, 2021 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend to convert from the mutual holding company form of organization to a stock holding company form of organization (the “Conversion”) in compliance with federal laws and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31, 2019 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31, 2021 (“Supplemental Eligible Account Holders”), and (4) any person who is a Member of the Bank at the close of business on the Member Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons residing in Milwaukee, Waukesha and Ozaukee counties in the state of Wisconsin. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 2,618,000 shares and a maximum of 3,542,000 Sha...
The Offering. Pocahontas Bancorp, Inc., a Delaware corporation, will convert first to a federal stock holding company and thereafter to an interim federal stock savings bank. Thereafter, it will merge into the Bank. The MHC, in accordance with its Plan of Conversion and Reorganization adopted by its Board of Directors (the "Plan"), intends to convert to an interim federal stock savings bank and merge with and into the Bank, pursuant to which the MHC will cease to exist (the "Conversion"). In connection therewith, each stockholder other than the MHC immediately prior to the Conversion ("Public Stockholders") will receive Exchange Shares of the Company's common stock ("Common Stock," or "Shares") pursuant to a ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of fractional shares and (b) the purchase by such stockholders of additional shares of Common Stock in the Offering. Pursuant to the Plan and in connection with the Conversion, the Company is offering up to 2,875,000 shares of its common stock (the "Conversion Stock") in a subscription and community offering (the "Offerings"). Conversion Stock is first being offered in a subscription offering with nontransferable subscription rights being granted, in the following order of priority, to (i) depositors of the Bank with account balances of $50.00 or more as of the close of business on September 30, 1996 ("Eligible Account Holders"); (ii) the Bank's KSOP; (iii) depositors of the Bank with account balances of $50.00 or more as of the close of business on December 31, 1997 ("Supplemental Eligible Account Holders"); (iv) depositors of the Bank as of the close of business on ______________, 1998 (other than Eligible Account Holders and Supplemental Eligible Account Holders) and certain borrowers ("Other Members") and (v) stockholders of the Company, other than the Mutual Holding Company ("Public Stockholders"). Subscription rights will expire if not exercised by Noon, Central time, on March __, 1998, unless extended. Subject to the prior rights of holders of subscription rights, Conversion Stock not subscribed for in the Subscription Offering is being offered in the Community Offering to certain members of the general public to whom a copy of the Prospectus is delivered, with preference given to natural persons residing in the Local Community. The Primary ...
The Offering. On October 21, 2009, the Board of Directors of the Bank adopted a Plan of Conversion (the “Plan”), which provides for (i) the conversion of the Bank from the mutual to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 575,000 shares (subject to an increase of up to 661,250 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on ...
The Offering. This Subscription Agreement is delivered in connection with the Offering of a minimum amount (the “Minimum Amount”) of $1,000,000 (666,666 Units) of Units (the “Units”) and a maximum amount (the “Maximum Amount”) of $2,500,000 (1,666,666 Units) of Units. Each Unit consists of (i) one (1) share of Common Stock; and (ii) a Warrant to purchase one (1) share of Common Stock at an exercise price of $1.80 per share, subject to adjustment in certain circumstances. Purchaser understands that the details of the Offering are set forth in the Private Offering Memorandum, as may be amended or supplemented from time to time. The Offering will terminate at the end of the Offering Period. Purchaser understands that this Subscription Agreement is not binding upon the Company unless and until such time as (i) payment of the Investment Amount is received by the Company, and (ii) the Company accepts Purchaser's subscription in writing. Purchaser acknowledges that the Company reserves the right, in its sole discretion, to accept or reject any Subscription Agreement. The Company, the Placement Agent and their respective affiliates reserve the right to purchase Units in the Offering and all such purchases shall count toward the Minimum Amount and the Maximum Amount. Purchaser acknowledges that Purchaser has received, read, understands and is familiar with this Subscription Agreement, any attachments, including but not limited to the Private Offering Memorandum and all Exhibits and Appendices thereto, as may be amended or supplemented from time to time, and together with any other filed regulatory documents (collectively “Offering Material”), and Purchaser further acknowledges that Purchaser has not relied upon any information concerning the Offering, written or oral, other than those contained in this Subscription Agreement and the Offering Material. Purchaser further understands that any other information or literature, regardless of whether distributed prior to, simultaneously with, or subsequent to, the date of this Subscription Agreement shall not be relied upon by Purchaser in determining whether to make an investment in the Units and Purchaser expressly acknowledges, agrees and affirms that Purchaser has not relied upon any such information or literature in making Purchaser's determination to make an investment in the Units and that Purchaser understands that, except as otherwise provided herein, the Company is under no obligation to (and that Purchaser does not expect it...
