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):  August 4, 2021

(Exact Name of Registrant as Specified in Charter)

Registrant's telephone number, including area code:      (845) 341-5000

(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):

[  ]  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 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

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 August 4, 2021, Orange County Bancorp, Inc. (the “Company”) issued a press release announcing that it had priced the initial public offering of 1,000,000 shares of Company common stock, par value $0.50 per share (the “Common Stock”) at a price of $33.50 per share. The Company granted the underwriters a 30-day overallotment option to purchase up to 150,000 additional shares of Common Stock from the Company. A copy of the Company’s press release dated August 4, 2021 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On August 9, 2021, the Company issued a press release announcing that it had closed its previously announced initial public offering of Common Stock. The Company sold 1,150,000 shares of its Common Stock at a public offering price of $33.50 per share, including 150,000 shares of Common Stock sold pursuant to the underwriters’ overallotment option, which was exercised in full. The offering is expected to result in gross proceeds to the Company of approximately $38.5 million. The net proceeds to the Company, after deducting the underwriting discount and estimated offering expenses, are expected to be approximately $35.2 million. A copy of the Company’s press release dated August 9, 2021 is attached hereto as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits.

 

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.