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

Date of report (Date of earliest event reported): April 15, 2020

Riverview Financial Corporation

(Exact name of the registrant as specified in its charter)

(717) 827-4042

(Registrant’s telephone number)

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 (See General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On April 15, 2020, Riverview Financial Corporation (the “Corporation”) effected the conversion of 1,348,809 shares of its outstanding, non-voting common stock, constituting all of the non-voting common stock outstanding as of that date, into an identical number of shares of voting common stock (the “Conversion”). The Conversion was effected at the request of the holder of the non-voting stock in accordance with the terms of the non-voting common stock and the Stock Purchase Agreement, dated January 17, 2017 (the “Purchase Agreement”), pursuant to which the non-voting common stock was acquired. The Conversion does not change the total number of shares of the Corporation’s stock that is outstanding.

The purchasers of shares pursuant to the Purchase Agreement also entered into a registration rights agreement with the Corporation under which the Corporation agreed to register the shares sold under the Purchase Agreement in certain circumstances. As a result, the Company will promptly register all shares that were issued under the Purchase Agreement pursuant to its Form S-3 shelf registration statement, filed with the SEC on April 23, 2019.

The Purchase Agreement and the registration rights agreement were filed as exhibits to the Corporation’s Form 8-K, filed January 18, 2017.

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.