Patriot National Bancorp Enters Material Definitive Agreement

TL;DR

PNBC signed a big deal on 8/29, filing includes financials.

AI Summary

On August 29, 2025, Patriot National Bancorp, Inc. entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. The company is incorporated in Connecticut and its principal executive offices are located at 900 Bedford Street, Stamford, CT.

Why It Matters

This filing indicates a significant new agreement for Patriot National Bancorp, which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that are not yet fully understood.

Key Players & Entities

• Patriot National Bancorp, Inc. (company) — Registrant
• August 29, 2025 (date) — Date of earliest event reported
• Connecticut (location) — State of Incorporation
• 900 Bedford Street, Stamford, Connecticut 06901 (location) — Principal Executive Offices
• 000-29599 (other) — Commission File Number
• 06-1559137 (other) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.01 — h registered Common Stock , par value $0.01 per share PNBK NASDAQ Global Market
• $1.25 — o the Investors at a price per share of $1.25 per Share and the Warrants will be sold
• $0.125 — will be sold to Investors at a price of $0.125 per Warrant Share. The Warrants are exe
• $1.56 — of the Offering at an exercise price of $1.56 per Warrant Share, subject to increase
• $1.685 — hare, subject to increase to as much as $1.685 per Warrant Share under certain conditi
• $25.6 million — enses, are expected to be approximately $25.6 million. Estimated offering expenses are $250,0
• $250,000 — illion. Estimated offering expenses are $250,000. The Company intends to use the procee

Filing Documents

• pnbk20250902_8k.htm (8-K) — 34KB
• ex_858517.htm (EX-5.1) — 13KB
• ex_858522.htm (EX-10.1) — 121KB
• ex_858523.htm (EX-10.2) — 120KB
• ex_858524.htm (EX-10.3) — 52KB
• logo01.jpg (GRAPHIC) — 11KB
• 0001437749-25-028159.txt ( ) — 550KB
• pnbk-20250829.xsd (EX-101.SCH) — 3KB
• pnbk-20250829_def.xml (EX-101.DEF) — 11KB
• pnbk-20250829_lab.xml (EX-101.LAB) — 15KB
• pnbk-20250829_pre.xml (EX-101.PRE) — 11KB
• pnbk20250902_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Patriot National Bancorp, Inc. (the "Company") entered into a stock purchase agreement and a separate warrant purchase agreement (collectively, the "Purchase Agreements"), both dated as of August 29, 2025, with certain accredited investors named therein (the "Investors"), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the "Offering"), an aggregate of 31,985,103 shares of the Company's common stock, $0.01 par value per share (the "Shares" or the "Common Stock"). The Shares consist of (a) 19,196,000 shares of the Company's voting Common Stock ("Voting Common Stock"), and (b) 12,789,103 shares of the Company's non-voting Common Stock (the "Non-Voting Common Stock") that will be issuable six months after closing of the Offering upon exercise of three-year warrants (the "Warrants"). Upon such Warrant holders or their assignees meeting certain conditions (the "Non-Control Conditions") described in the warrant purchase agreement and the prospectus supplement below, the Non-Voting Common Stock may be exchanged for shares of Voting Common Stock (such Non-Voting Common Stock or Voting Common Stock, the "Warrant Shares"). The Shares, the Warrants and the underlying Warrant Shares are collectively referred to as the "Securities." The Shares will be sold to the Investors at a price per share of $1.25 per Share and the Warrants will be sold to Investors at a price of $0.125 per Warrant Share. The Warrants are exercisable no earlier than six months after the closing of the Offering at an exercise price of $1.56 per Warrant Share, subject to increase to as much as $1.685 per Warrant Share under certain conditions described in the Warrant Purchase Agreement. The proceeds from the Offering, prior to deducting the estimated offering expenses, are expected to be approximately $25.6 million. Estimated offering expenses are $250,000. The Company inte

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 5.1 Opinion of Michelman & Robinson, LLP. 10.1 Form of Stock Purchase Agreement, dated as of August 29, 2025, by and among Patriot National Bancorp , Inc. and the Investors. 10.2 Form of Warrant Purchase Agreement, dated as of August 29, 2025, by and among Patriot National Bancorp , Inc. and the Investors. 10.3 Form of Warrant, dated as of August 29, 2025, by and among Patriot National Bancorp , Inc. and the Investors. 23.1 Consent of Michelman & Robinson, LLP (included in Exhibit 5.1 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company's plans, objectives, goals, strategies, business plans, future events or performance. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "targets," "designed," "could," "may," "should," "will" or other similar words and expressions are intended to identify these forward-looking statements. Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company's current beliefs, expectations and assumptions regarding its business, plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Many possible events or factors could affect the Company's future financial results and performance and could cause its actual results, performance or achievements to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others: risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions related to the Offering and other risks as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the Securities and Exchange Commission. Given these factors, you should not place undue reliance on these forward-looking statements. All information set forth in this Current Report on Form 8-K is as of the date of this Form 8-K. The Company undertakes no duty or obligation to update any forward-looking statements contained in this Form 8-K,

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PATRIOT NATIONAL BANCORP, INC. September 2, 2025 By: /s/ Carlos P. Salas Carlos P. Salas Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR