Blue Ridge Bankshares Reports Unregistered Equity Sale

TL;DR

BRBS sold unregistered stock, details TBD.

AI Summary

Blue Ridge Bankshares, Inc. reported on November 7, 2024, an unregistered sale of equity securities. The filing does not disclose specific details regarding the number of shares, the price per share, or the total dollar amount of the transaction, nor does it name the purchasers.

Why It Matters

This filing indicates a transaction involving the company's stock that was not registered with the SEC, which could have implications for transparency and investor information.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate private placements or other transactions that may not have undergone the same level of regulatory scrutiny as public offerings.

Key Players & Entities

• BLUE RIDGE BANKSHARES, INC. (company) — Registrant
• November 07, 2024 (date) — Date of earliest event reported
• Virginia (location) — State of Incorporation
• 54-1838100 (number) — IRS Employer Identification No.
• 001-39165 (number) — Commission File Number

FAQ

Key Financial Figures

• $50.00 — al Preferred Stock, Series C, par value $50.00 per share (the "Series C Preferred Stoc
• $2.50 — subject to the Common Stock Warrant is $2.50. Castle Creek may exercise the Common S

Filing Documents

• brbs-20241107.htm (8-K) — 39KB
• 0000950170-24-124242.txt ( ) — 157KB
• brbs-20241107.xsd (EX-101.SCH) — 26KB
• brbs-20241107_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. As previously disclosed by Blue Ridge Bankshares, Inc. (the "Company") in a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2024, on April 3, 2024, the Company entered into an Exchange Agreement (the "Exchange Agreement") with Castle Creek Capital Partners VIII, LP, a Delaware limited partnership ("Castle Creek"), relating to the exchange of (a) shares of the Company's Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series C, par value $50.00 per share (the "Series C Preferred Stock"), and (b) a warrant to purchase shares of Series C Preferred Stock, in each case, held by Castle Creek for (x) shares of the Company's Common Stock, no par value per share (the "Common Stock"), and (y) a warrant to purchase shares of Common Stock, in each case, from the Company. Pursuant to the Exchange Agreement, on November 7, 2024, the Company issued 10,928,000 shares of Common Stock to Castle Creek in exchange for 2,732 shares of Series C Preferred Stock held by Castle Creek, and the Company issued a warrant exercisable into 5,764,000 shares of Common Stock (the "Common Stock Warrant") in exchange for a warrant exercisable into 1,441 shares of Series C Preferred Stock held by Castle Creek. The Common Stock Warrant is exercisable at any time after issuance, and from time to time, in whole or in part into shares of Common Stock until April 3, 2029. The exercise price per share of Common Stock subject to the Common Stock Warrant is $2.50. Castle Creek may exercise the Common Stock Warrant by paying the exercise price in immediately available funds to the Company. No commission or other remuneration was paid or given directly or indirectly for soliciting the foregoing exchanges. Accordingly, these exchanges are exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"). Additional Information Certain investments discusse

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. BLUE RIDGE BANKSHARES, INC. Date: 11/8/2024 By: /s/ Judy C. Gavant Judy C. Gavant Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR