false 0001391933 0001391933 2024-04-19 2024-04-19

 

 

 

Securities registered pursuant to Section 12(b) of the Act: None

 

 

 

 

On April 19, 2024, Quaint Oak Bancorp, Inc., a Pennsylvania corporation and the holding company for Quaint Oak Bank (the "Company"), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Areti Bank International Inc., an international banking entity incorporated in the Commonwealth of Puerto Rico (“Areti Bank”). Pursuant to the Purchase Agreement, on April 19, 2024 the Company sold to Areti Bank 128,500 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) (the “Shares”), or approximately 4.9% of the pro forma outstanding shares of Common Stock, for a purchase price of $11.27 per share for aggregate proceeds of $1,448,195.

 

The Purchase Agreement contains certain customary representations and warranties made by each party.  The Company will use the net proceeds of the offering for general corporate purposes.

 

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to, and incorporate herein by reference, the full text of the Purchase Agreement, which is filed herewith as Exhibit 10.1.

 

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. 

 

 

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

 

In the Purchase Agreement, Areti Bank represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities referred to in this Current Report on Form 8-K are being issued and sold by the Company to Areti Bank in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

 

 

 

 

 

The following exhibit is included with this Report:

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

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