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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