UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
In connection with the events discussed in Item 8.01 below, Guaranty Federal Bancshares, Inc., a Delaware corporation (“Guaranty”), issued a press release on March 23, 2022. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
The information furnished pursuant to this Item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events |
As previously announced, on November 9, 2021, Guaranty entered into an Agreement and Plan of Merger (the “Agreement”) with QCR Holdings, Inc., a Delaware corporation (“QCR Holdings”). Pursuant to the terms of the Agreement, Guaranty will merge with and into QCR Holdings, with QCR Holdings as the surviving corporation (the “Merger”). Guaranty Bank, Guaranty’s wholly-owned bank subsidiary (“Guaranty Bank”), will be
merged with and into Springfield First Community Bank, QCR Holdings’ bank subsidiary, concurrently with or shortly following the completion of the Merger (the “Bank Merger”).
QCR Holdings has received approval of the Merger from the Board of Governors of the Federal Reserve System and approval of the Bank Merger from the Missouri Division of Finance. The approval of the Board of Governors of the Federal Reserve System was contingent on QCR Holdings receiving all other regulatory approvals, which have now been received.
The Merger is anticipated to be effective as of April 1, 2022, and remains subject to the satisfaction of customary closing conditions.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release of Guaranty Federal Bancshares, Inc. dated March 23, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| Guaranty Federal Bancshares, Inc. | |||
| By: | /s/ Shaun A. Burke | ||
| Shaun A. Burke | |||
| President and Chief Executive Officer | |||
Date: March 23, 2022
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