Affinity Bancshares Files 8-K

TL;DR

Affinity Bancshares filed an 8-K on 10/29/24. Standard reporting.

AI Summary

Affinity Bancshares, Inc. filed an 8-K on October 29, 2024, reporting on other events and financial statements. The filing details the company's principal executive offices located at 3175 Highway 278, Covington, Georgia, 30014.

Why It Matters

This filing provides an update on Affinity Bancshares, Inc.'s corporate and financial reporting to the SEC.

Risk Assessment

Risk Level: low — This is a routine filing of an 8-K, which typically contains standard corporate information and does not indicate significant new risks.

Key Players & Entities

• Affinity Bancshares, Inc. (company) — Registrant
• 3175 Highway 278, Covington, Georgia, 30014 (location) — Principal Executive Offices
• October 29, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share AFBI The Nasdaq Stock Mar

Filing Documents

• form8k_102924.htm (8-K) — 89KB
• 0000943374-24-000439.txt ( ) — 227KB
• afbi-20241029.xsd (EX-101.SCH) — 4KB
• afbi-20241029_lab.xml (EX-101.LAB) — 21KB
• afbi-20241029_pre.xml (EX-101.PRE) — 16KB
• form8k_102924_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events As previously reported, on May 30, 2024, Affinity Bancshares, Inc. ("Affinity"), Affinity Bank, National Association ("Affinity Bank") and Atlanta Postal Credit Union ("APCU") entered into a Purchase and Assumption Agreement (the "Agreement"), pursuant to which APCU will acquire substantially all of the assets and assume substantially all of the liabilities (including deposit liabilities) of Affinity Bank (the "Transaction"). In connection with the Transaction, Affinity filed with the U.S. Securities and Exchange Commission (the "SEC") a preliminary proxy Following the announcement of the Agreement and as of the date of this Current Report on Form 8-K, purported stockholders of Affinity filed the following lawsuits in the Supreme Court of New York, County of New York, against Affinity and the individual members of the Affinity board of directors: (i) Johnson v. Affinity Bancshares, Inc., et al. , Index No. 655391/2024 (October 11, 2024); and (ii) Thompson v. Affinity Bancshares, Inc., et al. , Index No. 655423/2024 (October 11, 2024) (the "Complaints"). Additionally, between October 7, 2024 and October 16, 2024, Affinity received a total of seven demand letters from counsel representing other individual purported stockholders of Affinity (collectively, the "Demands" and, together with the Complaints, the "Matters"). The Matters allege, among other things, that Affinity and/or its directors caused a false and misleading proxy statement relating to the Transaction to be filed with the SEC in violation of Section 14(a) of the Securities Exchange Act of 1934, as amended, and/or are liable for negligence and negligent misrepresentation and concealment under state common law. Affinity believes that the allegations in the Matters are without merit, that the disc

Forward-Looking Statements

Forward-Looking Statements This current report contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933. These forward-looking statements are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with these safe harbor provisions. Readers should not place undue reliance on such forward-looking statements, which speak only as of the date made. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of various factors, including, among others: (1) failure of the parties to satisfy the closing conditions in the definitive agreement in a timely manner or at all; (2) failure of the stockholders of Affinity to approve the agreement; (3) failure to obtain governmental approvals; (4) changes in estimates with respect to the amount of cash to be received by Affinity Bank and/or to be utilized by Affinity Bank and Affinity following the completion of the proposed transaction, and the resulting amount available for distribution to Affinity stockholders, either in the aggregate or on a per-share basis; (5) disruptions to the parties' businesses as a result of the announcement and pendency of the transaction; (6) changes in general business, industry or economic conditions or competition; (7) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting credit unions, financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (8) adverse changes or conditions in the capital and financial markets; (9) changes in interest rates or credit availability; (10) the adequacy of loan

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Not applicable.

SIGNATURES

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, hereunto duly authorized. AFFINITY BANCSHARES, INC. DATE: October 29, 2024 By: / s/ Brandi Pajot Brandi Pajot Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR