On December 22, 2016, Patriot National Bancorp, Inc. (the “Company”) completed the issuance, through a private placement, of $12.0 million aggregate principal amount of 7.0% fixed senior unsecured notes due December 22, 2021 (the “Notes”).

The proceeds of the Notes will qualify as Tier 1 capital on a consolidated basis under the Federal Reserve capital guidelines. The Company intends to use the proceeds of this offering for general corporate purposes, which will include advances to its bank operating subsidiary, Patriot Bank N.A. (“Patriot Bank”), to finance growth activities. Capital advanced to Patriot Bank will qualify as Tier 1 capital.

The Notes were offered and sold by the Company to eligible purchasers in a private offering in reliance on the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended, and the provisions of Regulation D thereunder.

See the disclosure contained in Item 2.03 below, which is also incorporated by reference in this Item 1.01.

The information set forth in Item 1.01 above is incorporated herein by reference in this Item 2.03.

The Notes were issued pursuant to a Purchase Agreement, dated as of December 22, 2016, between the Company and accredited institutional investors. The Notes bear a fixed interest rate of 7.00% per annum from and including December 22, 2016 to but excluding December 22, 2021 and are payable semi-annually in arrears on June 22 and December 22 of each year, beginning June 22, 2017. The Notes are not subject to redemption at the option of the Company. Principal and interest on the Notes are subject to acceleration only in limited circumstances.