UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry Into a Material Definitive Agreement |
On May 14, 2025, Lake Shore Bancorp, Inc., a Maryland corporation (the “Company”), Lake Shore Bancorp, Inc., a Federal corporation, Lake Shore, MHC (the “MHC”) and Lake Shore Savings Bank entered into an Agency Agreement with Raymond James & Associates, Inc. (“Raymond James”). Raymond James will assist in the marketing of the Company’s common stock during the Company’s stock offering in connection with the MHC’s pending conversion from a mutual holding company to a stock holding company.
For its marketing agent services, Raymond James will receive a success fee of 1.35% of the aggregate dollar amount of shares sold in the subscription and community offerings. No fee will be payable to Raymond James with respect to shares purchased by or on behalf of officers, directors, employees or the immediate family of such persons (which for these purposes includes the spouse, parents, siblings and children who live in the same house as the individual), or trusts of or companies controlled by such persons, and qualified and non-qualified employee benefit plans. If the Company conducts a syndicated community offering, the Company will pay a fee of 6.00% of the aggregate dollar amount of common stock sold in the syndicated community offering.
In addition, Raymond James will receive a fee of $30,000 for records agent services, as well as reimbursements, subject to certain limitations, for out-of-pocket expenses and legal expenses related to its marketing agent services and its records agent services.
The shares of common stock are being offered pursuant to a Registration Statement on Form S-1, as amended (Registration No. 333-285836), filed by the Company under the Securities Act of 1933, as amended, and declared effective by the Securities and Exchange Commission on May 14, 2025.
The foregoing description of the terms of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 1.1 | Agency Agreement dated May 14, 2025, by and among Lake Shore Bancorp, Inc., a Maryland corporation, Lake Shore Bancorp, Inc., a Federal corporation, Lake Shore, MHC, Lake Shore Savings Bank and Raymond James & Associates, Inc. (exhibits omitted) | |
| 104 | The cover page for this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lake Shore Bancorp, Inc. | ||
| By: | /s/ Taylor Gilden | |
| Taylor Gilden | ||
| Title: | Chief Financial Officer and Treasurer | |
Date: May 20, 2025