AmeriServ Financial Enters Material Definitive Agreement

TL;DR

AMRV signs a big deal, filing shows new agreement and financials.

AI Summary

AmeriServ Financial, Inc. (PA) announced on June 13, 2024, that it entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits as part of this 8-K filing. Specific details of the agreement and financial information were not provided in the excerpt.

Why It Matters

This filing indicates a significant new contract or partnership for AmeriServ Financial, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent a significant change in business operations or financial commitments, but the specifics are not yet detailed.

Key Players & Entities

• AMERISERV FINANCIAL INC /PA/ (company) — Registrant
• June 13, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock"), at a pe
• $2.38 — ock"), at a per share purchase price of $2.38 per share (the average closing sale pri
• $1,494,647 — iately preceding the Effective Date) or $1,494,647 in the aggregate. Cooperation and Sett
• $1,762,659 — l release by Driver, an amount equal to $1,762,659 (the "Settlement Amount"), which is to

Filing Documents

• tm2417200d1_8k.htm (8-K) — 32KB
• tm2417200d1_ex10-1.htm (EX-10.1) — 45KB
• tm2417200d1_ex10-2.htm (EX-10.2) — 92KB
• tm2417200d1_ex99-1.htm (EX-99.1) — 12KB
• 0001104659-24-071515.txt ( ) — 389KB
• asrv-20240613.xsd (EX-101.SCH) — 3KB
• asrv-20240613_lab.xml (EX-101.LAB) — 33KB
• asrv-20240613_pre.xml (EX-101.PRE) — 22KB
• tm2417200d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 13, 2024 (the "Effective Date"), AmeriServ Financial, Inc. (the "Company") entered into a Stock Purchase Agreement (the "Purchase Agreement") with Driver Opportunity Partners I LP ("Driver Partners") and a Cooperation and Settlement Agreement (the "Cooperation Agreement") with Driver Partners and certain of its affiliates (collectively, "Driver"). Stock Purchase Agreement Pursuant to the Purchase Agreement, the Company agreed to repurchase from Driver Partners 628,003 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a per share purchase price of $2.38 per share (the average closing sale prices, as reported on the Nasdaq Global Market, for the Common Stock for the five trading days ending on the day immediately preceding the Effective Date) or $1,494,647 in the aggregate. Cooperation and Settlement Agreement Pursuant to the Cooperation Agreement: (i) Driver Partners agreed to withdraw its notice of intent to nominate three director candidates for election at the Company's 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting") and present other shareholder proposals, submitted on January 31, 2024, and to cease all solicitation of proxies and other activities in connection with the 2024 Annual Meeting; (ii) each of the Driver Parties (as defined in the Cooperation Agreement) and the Company agreed, on behalf of themselves and their Representatives (as defined in the Cooperation Agreement), to mutual non-disparagement covenants; (iii) Driver Partners agreed to voluntarily dismiss with prejudice (a) an appeal with the United States Court of Appeals for the Third Circuit styled Driver Opportunity Partners I, LP v. J. Michael Adams, et. al , No. 24-1050, (b) its lawsuit filed in the United States District Court for the Western District of Pennsylvania (the "District Court") styled Driver Opportunity Partners I, LP v. J. Michael Adams, et. al , No. 3:24-cv-

01 Other Events

Item 8.01 Other Events. On June 14, 2024, the Company issued a press release announcing its entry into each of the Documents, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 10.1 Stock Purchase Agreement, dated as of June 13, 2024, between AmeriServ Financial, Inc. and Driver Opportunity Partners I LP. 10.2 Cooperation and Settlement Agreement, dated as of June 13, 2024, by and among AmeriServ Financial, Inc., Driver Opportunity Partners I LP, Driver Management Company LLC, and J. Abbott R. Cooper. 99.1 Press release, dated June 14, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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. AMERISERV FINANCIAL, Inc. Date: June 14, 2024 By /s/ Michael D. Lynch Michael D. Lynch EVP & CFO

View Full Filing

View this 8-K filing on SEC EDGAR