Form 8-K - Current report

false 0001913971 0001913971 2024-08-23 2024-08-23

 

 

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

August 23, 2024

Date of Report (Date of earliest event reported)

 

 

PRINCETON BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania		001-41589		88-4268702
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Ident. No.)

 

		183 Bayard Lane, Princeton, New Jersey		08540
		(Address of principal executive offices)		(Zip Code)

[phone]

Registrant’s telephone number, including area code

N/A

(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 or to be registered pursuant to Section 12(b) of the Act

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, no par value		BPRN		The Nasdaq Global Market

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. ☐

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 23, 2024, the Board of Directors of Princeton Bancorp, Inc. (the “Registrant”), the bank holding company of The Bank of Princeton (“TBOP”), elected Susan M. Barrett to the Board of Directors of the Registrant. The election was pursuant to the terms of the Agreement and Plan of Merger, dated January 18, 2024 (the “Merger Agreement”), between the Registrant and Cornerstone Financial Corporation (“CFC”), a New Jersey corporation and the bank holding company of Cornerstone Bank, a New Jersey bank (“Cornerstone”), and was effective upon the completion of the Initial Merger (as defined in Item 8.01 below). Ms. Barrett was also elected to the Board of Directors of TBOP.

Prior to the Initial Merger, Ms. Barrett served as the Chairman of the Board of CFC and Cornerstone, and served on the Board of Directors of both companies since 2010. She is the former President and Partner of the Registered Investment Advisory firm Dearden, Maguire, Weaver & Barrett LLC, and is an independent financial advisor and consultant for individuals and non-profit entities. She is 64 years old.

At this time, Ms. Barrett has not been named to serve on any committee of the Registrant’s Board or the TBOP Board, and the Registrant’s Board and the TBOP Board have not identified any committees to which she is expected to be appointed.

Ms. Barrett will be compensated for her service as a director on the same basis as the other non-employee directors of the Registrant, including board fees and the eligibility to receive stock-based awards and other compensation paid to the Registrant’s directors. There have been no transactions within the last fiscal year, or any currently proposed transactions, in which the Registrant or TBOP was or is to be a participant and in which Ms. Barrett has or had a direct or indirect material interest which would be required to be reported under Item 404(a) of Regulation S-K, except for the following:

 

(i)

Under the Amended and Restated Change in Control Agreement between CFC, Cornerstone, and Susan Barrett, Ms. Barrett is entitled to a lump sum payment from TBOP equal to $320,362 on or about September 13, 2024; and

 

(ii)

Ms. Barrett, as a former director of CFC and Cornerstone, is entitled to indemnification under the Merger Agreement against any costs, expenses or liabilities incurred in connection with any threatened or actual claim arising out of the fact that she was a director of CFC, to the fullest extent that CFC would have been permitted to do so under its certificate of incorporation and bylaws and any applicable law, and Registrant has agreed to maintain CFC’s directors’ and officers’ liability insurance policy covering such claims, subject to certain exceptions, for six years after the effective time of the Initial Merger.

 

Item 8.01

Other Events.

On August 23, 2024, the Registrant issued a press release announcing the completion of the Cornerstone Transactions (as defined below). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

On August 23, 2024, the Registrant completed its previously announced acquisition of CFC pursuant to the Merger Agreement. As of June 30, 2024, CFC had approximately $322.7 million in assets, $ 290.6 million in deposits and $27.7 million of shareholders’ equity. In accordance with the terms of the Merger Agreement,

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effective as of August 23, 2024, CFC merged with and into the Registrant (the “Initial Merger”), with the Registrant surviving. Immediately following the completion of the Initial Merger, Cornerstone merged with and into TBOP, with TBOP as the surviving bank (the “Bank Merger” and, together with the Initial Merger, the “Cornerstone Transactions”). At the effective time of the Initial Merger, (i) the former CFC common shareholders became entitled to receive 0.24 shares of the Registrant’s common stock for each outstanding share of CFC common stock they held, and (ii) each share of the Perpetual Non-Cumulative Convertible Preferred Stock, Series A, and the Perpetual Non-Cumulative Non-Voting Preferred Stock, Series C, of CFC was converted into the right to receive $1,000.00 in cash.

The foregoing description of the Merger Agreement and the Cornerstone Transactions does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

 

Item 9.01

Financial Statements and Exhibits.

(c) Exhibits

 

2.1		Agreement and Plan of Merger, dated January 18, 2024, by and between Princeton Bancorp, Inc. and Cornerstone Financial Corporation (Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K, filed with the SEC on January 18, 2024)*
99.1		Press Release, dated August 23, 2024, of Princeton Bancorp, Inc.
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

 

*	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Princeton Bancorp, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

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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.

 

				PRINCETON BANCORP. INC.
Dated: August 23, 2024
				By:		/s/ Daniel J. O’Donnell
						Daniel J. O’Donnell
						Executive Vice President, Chief Operating Officer and General Counsel

Exhibit 99.1

PRINCETON BANCORP, INC.

THE BANK OF PRINCETON

FOR IMMEDIATE RELEASE

PRINCETON BANCORP, INC. AND CORNERSTONE FINANCIAL CORPORATION

ANNOUNCE COMPLETION OF ACQUISITION

PRINCETON, NJ, August 23, 2024 – Princeton Bancorp, Inc. (the “Company”) (NASDAQ – BPRN), the holding company for The Bank of Princeton (“TBOP”), and Cornerstone Financial Corporation (CFC”) (OTC: “CFIC”), the holding company for Cornerstone Bank (“Cornerstone”), jointly announced today the completion of the merger of the Company and CFC, and immediately thereafter the merger of TBOP and Cornerstone, as of the close of business on August 23, 2024. The parties previously announced the execution of an agreement and plan of merger on January 18, 2024. Pursuant to that agreement, CFC merged with and into the Company with the Company surviving the merger under its charter and bylaws. Pursuant to the related bank plan of merger, Cornerstone merged with and into TBOP with TBOP surviving the merger under its charter and bylaws.

TBOP now operates 34 banking offices with 27 branches in New Jersey, including three in Princeton and others in Bordentown, Browns Mills, Burlington City, Cherry Hill, Chesterfield, Cream Ridge, Deptford, Fort Lee, Hamilton, Kingston, Lakewood, Lambertville, Lawrenceville, Medford, Monroe, New Brunswick, Palisades Park, Pennington, Piscataway, Princeton Junction, Quakerbridge, Sicklerville, Voorhees and Woodbury; five branches in the Philadelphia, Pennsylvania area, and two in the New York metropolitan area. With the addition of CFC, the Company is projected to have assets of approximately $2.31 billion.

The Company’s President and CEO, Edward Dietzler, said, “We are pleased to welcome the customers, employees and shareholders of Cornerstone to The Bank of Princeton. The Bank of Princeton’s relationship-based, community focused culture aligns well with Cornerstone Bank’s mission and values. Cornerstone represents the second acquisition we have completed in the last 15 months, and further supports our growth in the Philadelphia to New York City corridor. This merger is a combination of two community banks that share a deep commitment to their local markets, fills in our South Jersey branch presence and enhances our core banking franchise.”

Upon completion of the merger, the former CFC common shareholders became entitled to receive 0.24 shares of the Company’s common stock for each share of CFC common stock they held, having a value of $9.14 per CFC share based on the $38.09 closing price of the Company’s common stock on August 23, 2024. Each share of CFC’s preferred stock outstanding is being exchanged for its stated value of $1,000 per share. Effective as of the completion of the merger, Susan Barrett, the former Chairman of the Board of both CFC and Cornerstone, was appointed to the board of directors of each of the Company and TBOP.

About the Company and TBOP

The Company was formed in 2022 and is the holding company for TBOP. TBOP is a New Jersey state-chartered commercial bank founded in 2007 with 27 branches in New Jersey, five branches in the Philadelphia, Pennsylvania area and two in the New York metropolitan area. TBOP is a member of the Federal Deposit Insurance Corporation (“FDIC”).

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Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements within the Private Securities Litigation Reform Act of 1995. Forward looking statements can be identified by words and phrases such as “going forward,” “looking forward,” “anticipate,” “expect,” “intend,” “believe,” “may,” “likely,” “will” or other statements that indicate future periods. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The most significant factor that could cause future results to differ materially from those anticipated by our forward-looking statements include the ongoing impact of higher inflation levels, higher interest rates and general economic and recessionary concerns, all of which could impact economic growth and could cause a reduction in financial transactions and business activities, including decreased deposits and reduced loan originations, our ability to manage liquidity in a rapidly changing and unpredictable market, supply chain disruptions, labor shortages and additional interest rate increases by the Federal Reserve. Other factors that could cause actual results to differ materially from those indicated by forward-looking statements include, but are not limited to, the following factors: the impact of any future pandemics or other natural disasters; civil unrest, rioting, acts or threats of terrorism, or actions taken by the local, state and Federal governments in response to such events, which could impact business and economic conditions in our market area, the strength of the United States economy in general and the strength of the local economies in which the Company and TBOP conduct operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate, market and monetary fluctuations; market volatility; the value of TBOP’s products and services as perceived by actual and prospective customers, including the features, pricing and quality compared to competitors’ products and services; the willingness of customers to substitute competitors’ products and services for TBOP’s products and services; credit risk associated with TBOP’s lending activities; risks relating to the real estate market and TBOP’s real estate collateral; the impact of changes in applicable laws and regulations and requirements arising out of our supervision by banking regulators; other regulatory requirements applicable to the Company and TBOP; and the timing and nature of the regulatory response to any applications filed by the Company and TBOP; technological changes; acquisitions including the Company’s acquisition of CFC; difficulties and delays in integrating the businesses of Cornerstone and TBOP, retaining Cornerstone’s customers or fully realizing cost savings and other benefits; changes in consumer spending and saving habits; those risks set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 under the heading “Risk Factors,” and the success of the Company at managing the risks involved in the foregoing. The inclusion of this forward-looking information should not be construed as a representation by the Company, TBOP or any person that future events, plans, or expectations contemplated by the Company or TBOP will be achieved. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

For The Bank of Princeton and Princeton Bancorp, Inc.:

Edward J. Dietzler, President and CEO

Phone: [phone]

 

Document and Entity Information	Aug. 23, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001913971
Document Type	8-K
Document Period End Date	Aug. 23, 2024
Entity Registrant Name	PRINCETON BANCORP, INC.
Entity Incorporation State Country Code	PA
Entity File Number	001-41589
Entity Tax Identification Number	88-4268702
Entity Address, Address Line One	183 Bayard Lane
Entity Address, City or Town	Princeton
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08540
City Area Code	(609)
Local Phone Number	921-1700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, no par value
Trading Symbol	BPRN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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