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Section 1: 8-K (8-K)

mvbf-20200417
FALSE000127790200012779022020-04-172020-04-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):April 17, 2020
MVB Financial Corp.
(Exact name of registrant as specified in its charter)
West Virginia
000-50567
20-0034461
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

301 Virginia Avenue, Fairmont, WV
26554-2777
(Address of principal executive offices)(Zip Code)

(304) 363-4800
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $1.00 par valueMVBFThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).  

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 3.02. Unregistered Sales of Equity Securities.

On April 17, 2020, Paladin Fraud, LLC (“PF”), a West Virginia limited liability company and indirect wholly owned subsidiary of MVB Financial Corporation (“MVB”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among PF, Paladin, LLC, a Washington limited liability company (“Paladin”), James Houlihan and Jamon Whitehead.

Pursuant to the Purchase Agreement, and upon the terms and conditions set forth therein, PF acquired substantially all of the assets and certain liabilities of Paladin (the “Transaction”), effective as of April 17, 2020. The purchase price of the Transaction consisted of 19,278 unregistered shares of MVB common stock and an undisclosed amount of cash.

The securities to be issued in connection with the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder.

Item 8.01. Other Events.

On April 17, 2020, MVB issued a Press Release announcing the acquisition of Paladin. The foregoing description of the Press Release is qualified in its entirety by reference to the complete text of the Press Release furnished as Exhibit 99.1 hereto, which is hereby incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Press release of MVB Financial Corp. dated April 17, 2020.





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.

MVB Financial Corp.
By:/s/ Donald T. Robinson
Donald T. Robinson
Executive Vice President and Chief Financial Officer

Date: April 17, 2020



EXHIBIT INDEX

Exhibit NumberDescriptionExhibit Location
Press release of MVB Financial Corp. dated April 17, 2020Filed herewith
XBRL Taxonomy Extension Schema DocumentFiled herewith
XBRL Taxonomy Extension Calculation DocumentFiled herewith
XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith
XBRL Taxonomy Extension Label Linkbase DocumentFiled herewith
XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith


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Section 2: EX-99.1 (EX-99.1 - PRESS RELEASE)

Document
Exhibit 99.1
403650839_image11.jpg
MEDIA CONTACT
 N E W S R E L E A S EAmy Baker
VP, Corporate Communications and Marketing
MVB Bank
abaker@mvbbanking.com
(304) 288-9540

MVB Financial Corp. Acquires Paladin Group
Acquisition Further Differentiates MVB Fintech with its Commitment to Fraud Prevention

(FAIRMONT, W.Va.) April 17, 2020 – MVB Financial Corp. (“MVB,” “MVB Financial”) (Nasdaq: MVBF), the holding company for MVB Bank, Inc., announced today Paladin, LLC (“Paladin”) has joined the MVB family through its acquisition by a wholly-owned subsidiary of MVB Bank. The move further differentiates MVB’s expanding Fintech vertical with its commitment to fraud prevention.

Founded by a group of insider industry experts who knew what fraud prevention can and should be, Paladin offers an extensive and customizable suite of services for merchants, credit agencies, Fintechs and vendors. Paladin strategizes for the long game, helping clients and partners defend against today’s threats—and tomorrow’s. Paladin places special focus on education and training, arming these types of organizations with the insight they need to stay on top.

“Paladin Group, a respected leader in the fraud prevention industry, has formed a specialty niche that aligns well with MVB as the preferred bank for Fintech companies. This acquisition is another creative way that MVB is turning an expense into a profit center to the benefit of our shareholders,” said Larry F. Mazza, President and CEO, MVB Financial Corp. “We are pleased to have Jim Houlihan and Jamon Whitehead as trusted partners on the financial frontier and as members of the MVB family. Together, we are committed to the success of our clients and to helping prevent fraud in today’s world where both threats and tools evolve at a fast pace.”

Paladin will retain the Paladin name and mission and will operate as a wholly owned subsidiary of MVB Bank. Jim Houlihan and Jamon Whitehead will remain as Chairman and President of Paladin. As a stand-alone subsidiary of MVB Bank, Paladin will expand its services to both MVB Bank and its Fintech clients.

“We are extremely excited to join the MVB family,” said Houlihan. “We feel strongly that MVB and Paladin’s core values and principles align. The future is bright for MVB and Paladin as we forge ahead in growth via trusted partnering. The relationship with MVB will allow us to continue to support our existing and future clients in the fight against fraud.”

Squire Patton Boggs (US) LLP provided legal representation to MVB.





About MVB Financial Corp.

MVB Financial Corp. (“MVB Financial” or “MVB”), the holding company of MVB Bank, is publicly traded on The Nasdaq Capital Market® under the ticker “MVBF.”

MVB is a financial holding company headquartered in Fairmont, W.Va. Through its subsidiary, MVB Bank, Inc., and the bank’s subsidiaries, MVB Mortgage, the MVB Community Development Corporation, Chartwell Compliance and Paladin Fraud, the company provides financial services to individuals and corporate clients in the Mid-Atlantic region and beyond.

Nasdaq is a leading global provider of trading, clearing, exchange technology, listing, information and public company services.

For more information about MVB, please visit ir.mvbbanking.com.


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Forward-looking Statements

MVB Financial Corp. has made forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in this Press Release. These forward-looking statements are based on current expectations about the future and subject to risks and uncertainties. Forward-looking statements include, without limitation, information concerning possible or assumed future results of operations of the Company and its subsidiaries, as well as statements regarding MVB’s future plans with regard to its Fintech line of business. When words such as “plans,” “believes,” “expects,” “anticipates,” “continues,” “may” or similar expressions occur in this Press Release, the Company is making forward-looking statements. Note that many factors could affect the future financial results of the Company and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in the forward-looking statements contained in this Press Release. Those factors include but are not limited to: credit risk; changes in market interest rates; revaluation of equity investments, including MVB’s investments in Fintech companies; inability to further scale up the Fintech line of business; competition; economic downturn or recession; and government regulation and supervision. Additional factors that may cause our actual results to differ materially from those described in our forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as well as its other filings with the SEC, which are available on the SEC website at www.sec.gov. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements.

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