Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective
Pursuant to the Merger Agreement, each share of SGB common stock outstanding immediately prior to the Merger was converted into the right to receive one (1.00) share of First Bancshares common stock. Each share of SGB common stock subject to vesting restrictions granted under any equity plan of SGB (each a "SGB Restricted Share") outstanding immediately prior to the Merger was automatically converted into one (1.00) restricted share of First Bancshares's common stock with the same vesting restrictions as were applicable to the SGB Restricted Share prior to the Merger. Each outstanding share of First Bancshares common stock remained outstanding and was unaffected by the Mergers.
The foregoing description of the Mergers and the Merger Agreement does not
purport to be complete and is qualified in its entirety by the Merger Agreement,
which is incorporated herein by reference to Exhibit 2.1 to
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
Additionally, First Bancshares, as successor to SGB, intends to file with the Commission certifications on Form 15 under the Exchange Act requesting the termination of the registration of the SGB common stock under Section 12(g) of the Exchange Act and the suspension of SGB's reporting obligations under Section 13 and Section 15(d) of the Exchange Act as promptly as practicable.
The information set forth under Item 2.01 of this report is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
As of the effective time of the Merger, shareholders of SGB common stock immediately prior to the completion of the Merger ceased to have any rights as shareholders of SGB other than the right to receive the merger consideration in accordance with the Merger Agreement.
The information set forth in Item 2.01, Item 3.01 and Item 5.03 of this report is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in Item 2.01 and Item 5.02 of this report is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the effective time of the Merger, SGB's Amended and Restated Articles of Incorporation and SGB's Bylaws, as amended, ceased to be in effect by operation of law. First Bancshares' Amended and Restated Articles of Incorporation and Amended and Restated Bylaws in effect immediately prior to the Merger are the articles of incorporation and bylaws of First Bancshares (as the surviving entity in the Merger).
The information set forth in Item 2.01 of this report is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) EXHIBITS Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofDecember 18, 2019 , by and between The First Bancshares, Inc. andSouthwest Georgia Financial Corporation (incorporated by reference to Exhibit 2.1 toSouthwest Georgia Financial Corporation's Current Report on Form 8-K filed onDecember 18, 2019 )
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