Form 8-K - Current report

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

May 3, 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)

(609) 921-1700

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. ☐

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 3, 2024, Princeton Bancorp, Inc. (the “Company”) received confirmation from the Pennsylvania Department of State that as of April 29, 2024, the Company’s Articles of Amendment were filed and effective. The Articles of Amendment amend the Company’s articles of incorporation to authorize a class of preferred stock consisting of 2,000,000 shares, and to empower the Company’s board of directors to issue such shares as a class or in one or more series, with such voting, dividend, redemption, sinking fund, conversion, exchange, liquidation and other rights as are determined by the Company’s board of directors, without further shareholder approval. The amendment consisted solely of an amendment and restatement of Article Fifth of the Company’s articles of incorporation.

The foregoing description of the amendment of the Company’s articles of incorporation is qualified in its entirety by the full text of the Articles of Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:


3.1		Articles of Amendment to Articles of Incorporation of Princeton Bancorp, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 4, 2024

	By:	/s/ Daniel J. O’Donnell
		Daniel J. O’Donnell
		Executive Vice President, Chief Operating Officer and General Counsel

Exhibit 3.1

PENNSYLVANIA DEPARTMENT OF STATE

BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS


☐ Return document by mail to:			Articles of Amendment Domestic Corporation DSCB: 15-1915/5915 (rev. 7/2015) 1915
Name
Address
City	State	Zip Code
◾ Return document by email to:	mmz@stevenslee.com

Read all instructions prior to completing. This form may be submitted online at https://www.corporations.pa.gov/.

Fee: $70


Check one:				Business Corporation (§ 1915)				Nonprofit Corporation (§ 5915)

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

The name of the corporation is: Princeton Bancorp, Inc.

The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is: (Complete only (a) or (b), not both)


(a) Number and Street	City	State	Zip	County
111 North Sixth Street	Reading	PA	19603	Berks


(b) Name of Commercial Registered Office Provider		County


c/o:

The statute by or under which it was incorporated: Business Corporation Law of 1988

The date of its incorporation: February 23, 2022

Check, and if appropriate complete, one of the following:

☒

The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

☐

The amendment shall be effective on: at

DSCB:15-1915/5915–2

Check one of the following:

☒

The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a).

☐

The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b).

Check, and if appropriate complete, one of the following:

☐

The amendment adopted by the corporation, set forth in full, is as follows

☒

The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

Check if the amendment restates the Articles:

☐

The restated Articles of Incorporation supersede the original articles and all amendments thereto.


IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 29th day of April, 2024.

		Princeton Bancorp, Inc.
		Name of Corporation

By:		/s/ Daniel J. O’Donnell
		Daniel J. O’Donnell

EXHIBIT A

“FIFTH. The aggregate number of shares of capital stock which the Corporation shall have authority to issue is 17,000,000 shares, divided into two classes consisting of 15,000,000 shares of common stock without par value (“Common Stock”), and 2,000,000 shares of preferred stock having such par value as the board of directors shall fix and determine, as provided in the paragraph below (“Preferred Stock”).”

The Preferred Stock may be issued from time to time as a class without series or, if so determined by the board of directors of the Corporation, either in whole or in part, in one or more series. There is hereby expressly granted to and vested in the board of directors of the Corporation authority to fix and determine (except as fixed and determined herein), by resolution, the par value, voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, including specifically, but not limited to, the dividend rights, conversion rights, redemption rights and liquidation preferences, if any, of any wholly unissued series of Preferred Stock (or the entire class of Preferred Stock if none of such shares have been issued), the number of shares constituting any such series and the terms and conditions of the issue thereof. Prior to the issuance of any shares of Preferred Stock, a statement setting forth a copy of each such resolution or resolutions and the number of shares of Preferred Stock of each such class or series shall be executed and filed in accordance with the Pennsylvania Business Corporation Law. Unless otherwise provided in any such resolution or resolutions, the number of shares of capital stock of any such class or series so set forth in such resolution or resolutions may thereafter be increased or decreased (but not below the number of shares then outstanding), by a statement likewise executed and filed setting forth a statement that a specified increase or decrease therein had been authorized and directed by a resolution or resolutions likewise adopted by the board of directors of the Corporation. In case the number of such shares shall be decreased, the number of shares so specified in the statement shall resume the status they had prior to the adoption of the first resolution or resolutions.”

Document and Entity Information	May 03, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001913971
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	May 03, 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