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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): June 25, 2025
HANOVER BANCORP, INC.
(Exact name of registrant as specified in its charter)
Maryland |
001-41384 |
81-3324480 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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80 East Jericho Turnpike, Mineola, New York |
11501 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (516) 548-8500
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:
☐ 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:
Title of each class |
Trading symbol |
Name of each exchange on which registered |
Common stock |
HNVR |
NASDAQ |
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 ☒
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. ☐
Item 1.01 – Entry into a Material Definitive Agreement
On June 25, 2025, Hanover Bancorp, Inc., a New York corporation (“Parent”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hanover Bancorp, Inc., a Maryland corporation and Parent’s wholly owned subsidiary (the “Surviving Corporation” or the “Company”), pursuant to which, on the same date, Parent merged with and into the Surviving Corporation (the “Reincorporation Merger”). Upon the consummation of the Reincorporation Merger, Parent ceased its legal existence, and the Company continued Parent’s business as the surviving corporation in the Reincorporation Merger under the name “Hanover Bancorp, Inc.” succeeding to all Parent’s rights, assets, liabilities and obligations, except that its affairs ceased to be governed by the New York Business Corporation Law (the “NYBCL”), and became subject to the Maryland General Corporation Law (the “MGCL”). Pursuant to the Merger Agreement, the Articles of Incorporation and the Bylaws of the Surviving Corporation (the “Maryland Bylaws” or the “Company Bylaws”), as in effect prior to the consummation of the Reincorporation Merger, shall continue in full force and effect as the Company’s Articles of Incorporation and the Company Bylaws, respectively, until further amended and changed pursuant to the MGCL.
The Merger Agreement and the Reincorporation Merger were duly approved by directors and stockholders of Parent and the Surviving Corporation as follows: (a) by Parent’s board of directors on December 20, 2023, and by Parent’s stockholders on January 23, 2024 at the annual meeting of stockholders, respectively, and (b) by the directors of the Surviving Corporation and Parent, as the sole stockholder of the Surviving Corporation, on June 25, 2025.
The issuance of shares of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”) pursuant to the Merger Agreement was exempt from registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Rule 145(a)(2) under the Securities Act, which provides that a merger which sole purpose is to change a corporation’s domicile does not involve the sale of securities for purposes of the Securities Act.
The Merger Agreement constituted the plan of reorganization within the meaning of 368(a)(1) of the Internal Revenue Code of 1986, as amended.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.01 – Completion of Acquisition or Disposition of Assets
The information contained in Item 1.01 above is incorporated herein by reference.
Item 3.03 – Material Modification to Rights of Security Holders
Effective as of June 25, 2025 (the “Effective Day”), Parent merged with and into the Company, with the Company being the surviving corporation and successor in interest to Parent. The purpose of the Reincorporation Merger was to re-domicile Parent from New York to Maryland. The Surviving Corporation was incorporated on May 10, 2024 for the sole purpose of effecting the Reincorporation Merger. Prior to the Reincorporation Merger, the Surviving Corporation had one share of Company Common Stock outstanding, held by Parent and had no assets, liabilities or business.
The Reincorporation Merger was accomplished by the filing of the (i) the Articles of Merger with the State Department of Assessments and Taxation of Maryland (“SDAT”), and (ii) Certificate of Merger with the New York Secretary of State. The Reincorporation Merger will become effective on The Nasdaq Global Select Market on June 26, 2025.
Upon the consummation of the Reincorporation Merger:
| ● | Parent changed its domicile from New York to Maryland; |
| ● | The affairs of the registrant ceased to be governed by the NYBCL and became subject to the MGCL; |
| ● | The Company succeeded to all rights, assets, liabilities and obligations of Parent, including becoming a publicly held company, and will continue filing reports under Section 15(d) of the |
| Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder and provide to its stockholders the same type of information that Parent previously filed; |
| ● | Each outstanding share of Parent Common Stock or Parent Series A Preferred Stock, issued and outstanding immediately before the Reincorporation Merger automatically extinguished and converted into one share of the Company Common Stock or Company Series A Preferred Stock, respectively; |
| ● | The Company Common Stock and Company Series A Preferred Stock issued in connection with the Reincorporation Merger to stockholders of Parent will be deemed registered under Section 12(b) of the Exchange Act without any additional actions by virtue of the Company being a successor to Parent, which Parent Common Stock was registered under Section 12(b) of the Exchange Act prior to the Reincorporation Merger; |
| ● | The authorized capital stock of the Company is the same as the authorized capital stock of Parent, and consists of (i) 17,000,000 shares of Company Common Stock and (ii) 15,000,000 shares of preferred stock, par value $0.01 per share; |
| ● | The share previously issued by the Surviving Corporation to Parent was canceled and returned to the treasury; |
| ● | Outstanding options to purchase Parent Common Stock were converted into options and warrants to purchase the same number of shares of the Company Common Stock; |
| ● | The directors and officers of Parent became directors and officers of the Company. |
The Reincorporation Merger did not materially modify the rights of the registrant’s stockholders. However, as of the Effective Day, the determination of the rights of the registrant’s stockholders began to be governed by statutory corporate laws of Maryland, governed by the MGCL, the Articles of Incorporation and the Maryland Bylaws, adopted pursuant to the Merger Agreement. The key differences between NYBCL and MGCL were previously set forth by Parent in its Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 9, 2024, provided that such is qualified in its entirety by reference to the full text of, and decisions interpreting, applicable New York and Maryland law and by reference to the complete text of the Articles of Incorporation and the Maryland Bylaws, copies of which are filed as Exhibit 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.
Item 5.03 – Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year
The information contained in Items 1.01 and 3.03 above is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
The following Exhibits are furnished as part of this report:
Exhibit |
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Description |
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Exhibit 3.1 |
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Articles of Incorporation of Hanover Bancorp, Inc., a Maryland corporation |
Exhibit 3.2 |
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Exhibit 3.3 |
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Certificate of Merger filed with the Secretary of State of the State of New York |
Exhibit 3.4 |
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Articles of Merger filed with the State Department of Assessments and Taxation of Maryland |
Exhibit 10.1 |
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Exhibit 104 |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURE
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.
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HANOVER BANCORP, INC. |
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Date: June 27, 2025 |
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By: |
/s/ Lance P. Burke |
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Lance P. Burke |
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Executive Vice President & Chief Financial Officer |
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(Principal Financial Officer) |
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Exhibit 3.1
ARTICLES OF INCORPORATION OF
HANOVER BANCORP, INC.
The undersigned, Gregory T. Krauss, whose address is c/o Windels Marx Lane & Mittendorf, LLP, 120 Albany Street Plaza, FL 6, New Brunswick, New Jersey, being at least 18 years of age, acting as incorporator, does hereby form a corporation under the General Laws of the State of Maryland having the following Articles of Incorporation:
The name of the corporation is HANOVER BANCORP, INC. (herein, the “Corporation”).
The aggregate par value of all the authorized shares of capital stock is three hundred twenty thousand dollars ($320,000). Except to the extent required by governing law, rule or regulation, the shares of capital stock may be issued from time to time by the Board of Directors without further approval of the stockholders of the Corporation. The Corporation shall have the authority to purchase its capital stock out of funds lawfully available therefor, which funds shall include, without limitation, the Corporation’s unreserved and unrestricted capital surplus. The Board of Directors, pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number), and without action by the stockholders, may amend these Articles to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue. For the purposes of these Articles, the term “Whole Board” shall mean the total number of directors that the Corporation would have if there were no vacancies on the Board of Directors at the time any such resolution is presented to the Board of Directors for adoption.
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1. Definitions.
(a) |
“Affiliate” has the meaning set forth in 12 C.F.R. Section 225.2(a) or any successor provision. |
(b) |
“Articles of Incorporation” means the Articles of Incorporation of the Corporation, as amended and in effect from time and time. |
(c) |
“Board of Directors” means the board of directors of the Corporation. |
(d) |
A “business day” means any day other than a Saturday or a Sunday or a day on which banks in New York are authorized or required by law, executive order or regulation to close. |
(e) |
“Certificate” means a certificate representing one (1) or more shares of Series A Preferred Stock. |
(f) |
“Common Stock” means the voting common stock of the Corporation, $0.01 par value per share. |
(g) |
“Corporation” means Hanover Bancorp, Inc., a Maryland corporation. |
(h) |
“Dividends” has the meaning set forth in Section 5.04(3). |
(i) |
“Exchange Agent” means Computershare Trust Company, N.A., solely in its capacity as transfer and exchange agent for the Corporation, or any successor transfer and exchange agent for the Corporation. |
(j) |
“Liquidation Distribution” has the meaning set forth in Section 5.04(4)(b). |
(k) |
“Permissible Transfer” means a transfer by the holder of Series A Preferred Stock (i) to the Corporation; (ii) in a widely distributed public offering of Common Stock or Series A Preferred Stock; (iii) that is part of an offering that is not a widely distributed public offering of Common Stock or Series A Preferred Stock but is one in which no one transferee (or group of associated transferees) acquires the right to receive two percent (2%) or more of any class of the Voting Securities of the Corporation then outstanding (including pursuant to a related series of transfers); (iv) that is part of a transfer of Common Stock or Series A Preferred Stock to an underwriter for the purpose of conducting a widely distributed public offering; or (v) to a transferee that controls more than fifty percent (50%) of the Voting Securities of the Corporation without giving effect to such transfer. |
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(l) |
“Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, or any other form of entity not specifically listed herein. |
(m) |
“Series A Preferred Stock” has the meaning set forth in Section 5.04(2). |
(n) |
“Voting Security” has the meaning set forth in 12 C.F.R. Section 225.2(q) or any successor provision. |
2. Designation; Number of Shares. The series of shares of Preferred Stock hereby authorized shall be designated the “Series A Convertible Perpetual Preferred Stock”. The number of authorized shares of the Series A Preferred Stock shall be 450,000 shares. The Series A Preferred Stock shall have a par value of $0.01 per share. Each share of Series A Preferred Stock has the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption as described herein. Each share of Series A Preferred Stock is identical in all respects to every other share of Series A Preferred Stock.
3. Dividends. The Series A Preferred Stock will rank pari passu with the Common Stock with respect to the payment of dividends or distributions, whether payable in cash, securities, options or other property, and with respect to issuance, grant or sale of any rights to purchase stock, warrants, securities or other property (collectively, the “Dividends”) on a pro rata basis with the Common Stock determined on an as-converted basis assuming all shares had been converted pursuant to Section 5.04(5) as of immediately prior to the record date of the applicable Dividend (or if no record date is fixed, the date as of which the record holders of Common Stock entitled to such Dividends are to be determined). Accordingly, the holders of record of Series A Preferred Stock will be entitled to receive as, when, and if declared by the Board of Directors, Dividends in the same per share amount as paid on the number of shares of Common Stock with respect to the number of shares of Common Stock into which the shares of Series A Preferred Stock would be converted, and no Dividends will be payable on the Common Stock or any other class or series of capital stock ranking with respect to Dividends pari passu with the Common Stock unless a Dividend identical to that paid on the Common Stock is payable at the same time on the Series A Preferred Stock in an amount per share of Series A Preferred Stock equal to the product of (a) the per share Dividend declared and paid in respect of each share of Common Stock and (b) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible (without regard to any limitations on conversion of the Series A Preferred Stock); provided, however, that if a stock Dividend is declared on Common Stock payable solely in Common Stock, the holders of Series A Preferred Stock will be entitled to a stock Dividend payable solely in shares of Series A Preferred Stock in the same ratio as the number of shares of Common Stock received by the holders of Common Stock. Dividends that are payable on Series A Preferred Stock will be payable to the holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, as determined by the Board of Directors, which record date will be the same as the record date for the equivalent Dividend of the Common Stock. In the event that the Board of Directors does not declare or pay any Dividends with respect to shares of Common Stock, then the holders of Series A Preferred Stock will have no right to receive any Dividends.
4. Liquidation.
(a) Rank. The Series A Preferred Stock will, with respect to rights upon liquidation, winding up and dissolution, rank (i) subordinate and junior in right of payment to all other securities of the Corporation which, by their respective terms, are senior to the Series A Preferred Stock or the Common Stock, and (ii) pari passu with the Common Stock pro rata on an as-converted basis. Not in limitation of anything contained herein, and for purposes of clarity, the Series A Preferred Stock is subordinated to the general creditors and subordinated debt holders of the Company, and the depositors of the Company’s bank subsidiaries, in any receivership, insolvency, liquidation or similar proceeding.
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(b) Liquidation Distributions. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Series A Preferred Stock will be entitled to receive, for each share of Series A Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject to the rights of any Persons to whom the Series A Preferred Stock is subordinate, a distribution (“Liquidation Distribution”) equal to (i) any authorized and declared, but unpaid, Dividends with respect to such share of Series A Preferred Stock at the time of such liquidation, dissolution or winding up, and (ii) the amount the holder of such share of Series A Preferred Stock would receive in respect of such share if such share had been converted into shares of Common Stock at the then applicable conversion rate at the time of such liquidation, dissolution or winding up (assuming the conversion of all shares of Series A Preferred Stock at such time, without regard to any limitations on conversion of the Series A Preferred Stock). All Liquidation Distributions to the holders of the Series A Preferred Stock and Common Stock set forth in clause (ii) above will be made pro rata to the holders thereof.
(c) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5.04(4), the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series A Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or property) of all or substantially all of the assets of the Corporation, will not constitute a liquidation, dissolution or winding up of the Corporation.
5. Conversion.
(a) General
(i) |
A holder of Series A Preferred Stock shall be permitted to convert, or upon the written request of the Corporation shall convert, shares of Series A Preferred Stock into shares of Common Stock at any time or from time to time, provided that upon such conversion the holder, together with all Affiliates of the holder, will not own or control in the aggregate more than nine point nine percent (9.9%) of the Common Stock (or of any class of Voting Securities issued by the Corporation), excluding for the purpose of this calculation any reduction in ownership resulting from transfers by such holder of Voting Securities of the Corporation (which, for the avoidance of doubt, does not include Series A Preferred Stock), provided further that the right to convert under this Section 5.04(5)(a)(i) shall not be available to a transferee of shares of Series A Preferred Stock with respect to a transfer other than a Permissible Transfer. In any such conversion, each share of Series A Preferred Stock will convert initially into one share of Common Stock, subject to adjustment as provided in Section 5.04(6) below . |
(ii) |
Each share of Series A Preferred Stock will automatically convert into shares of Common Stock, without any further action on the part of any holder, subject to adjustment as provided in Section 5.04(6), below, on the date a holder of Series A Preferred Stock transfers any shares of Series A Preferred Stock to a non-Affiliate of the holder in a Permissible Transfer. |
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(iii) |
To effect any permitted conversion under Section 5.04(5)(a)(i) or Section 5.04(5)(a)(ii), the holder shall surrender the certificate or certificates evidencing such shares of Series A Preferred Stock, duly endorsed, at the registered office of the Corporation, and provide written instructions to the Corporation as to the number of whole shares for which such conversion shall be effected, together with any appropriate documentation that may be reasonably required by the Corporation. Upon the surrender of such certificate(s), the Corporation will issue and deliver to such holder (in the case of a conversion under Section 5.04(5)(a)(i)) or such holder’s transferee (in the case of a conversion under Section 5.04(5)(a)(ii)) a certificate or certificates for the number of shares of Common Stock into which the Series A Preferred Stock has been converted and, in the event that such conversion is with respect to some, but not all, of the holder’s shares of Series A Preferred Stock, the Corporation shall deliver to such holder a certificate or certificate(s) representing the number of shares of Series A Preferred Stock that were not converted to Common Stock or Non-Voting Common Stock. |
(iv) |
All shares of Common Stock delivered upon conversion of the Series A Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests, charges and other encumbrances. |
(b) Reservation of Shares Issuable Upon Conversion. The Corporation will at all times reserve and keep available out of its authorized but unissued Common Stock solely for the purpose of effecting the conversion of the Series A Preferred Stock such number of shares of Common Stock as will from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock; and if at any time the number of shares of authorized but unissued Common Stock will not be sufficient to effect the conversion of all then outstanding Series A Preferred Stock, the Corporation will take such action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Common Stock to such number of shares as will be sufficient for such purpose.
(d) No Impairment. The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 5.04(5) and in the taking of all such actions as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series A Preferred Stock against impairment.
(e) Compliance with Law. Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Series A Preferred Stock, the Corporation shall use its reasonable best efforts to comply with any federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.
(f) Listing. The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be traded on any national securities exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed, so long as the Common Stock shall be so listed on such exchange, all the Common Stock issuable upon conversion of the Series A Preferred Stock; provided, however, that if the rules of such exchange require the Corporation to defer the listing of such Common Stock until the first conversion of Series A Preferred Stock into Common Stock in accordance with the provisions hereof, the Corporation covenants to list such Common Stock issuable upon conversion of the Series A Preferred Stock in accordance with the requirements of such exchange at such time.
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6. Adjustments.
(a) Combinations or Divisions of Common Stock. In the event that the Corporation at any time or from time to time will effect a division of the Common Stock into a greater number of shares (by stock split, reclassification or otherwise other than by payment of a Dividend in Common Stock or in any right to acquire the Common Stock), or in the event the outstanding Common Stock will be combined or consolidated, by reclassification, reverse stock split or otherwise, into a lesser number of shares of the Common Stock, then the dividend, liquidation, and conversion rights of each share of Series A Preferred Stock in effect immediately prior to such event will, concurrently with the effectiveness of such event, be proportionately decreased or increased, as appropriate.
(b) Reclassification, Exchange or Substitution. If the Common Stock is changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a division or combination of shares provided for in Section 5.04(6)(a) above), (1) the conversion ratio then in effect will, concurrently with the effectiveness of such transaction, be adjusted so that each share of the Series A Preferred Stock will be convertible into, in lieu of the number of shares of Common Stock which the holders of the Series A Preferred Stock would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equal to the product of (i) the number of shares of such other class or classes of stock that a holder of a share of Common Stock would be entitled to receive in such transaction and (ii) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible (without regard to any limitations on conversion of the Series A Preferred Stock) immediately before that transaction and (2) the Dividend and Liquidation Distribution rights then in effect will, concurrently with the effectiveness of such transaction, be adjusted so that each share of Series A Preferred Stock will be entitled to a Dividend and Liquidation Distribution right, in lieu of with respect to the number of shares of Common Stock which the holders of the Series A Preferred Stock would otherwise have been entitled to receive, with respect to a number of shares of such other class or classes of stock equal to the product of (i) the number of shares of such other class or classes of stock that a holder of a share of Common Stock would be entitled to receive in such transaction and (ii) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible (without regard to any limitations on conversion of the Series A Preferred Stock) immediately before that transaction.
(c) Certificates as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 5.04(6), the Corporation at its expense will promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Series A Preferred Stock a certificate executed by the Corporation’s President (or other appropriate officer) setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation will, upon the written request at any time of any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, and (ii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Series A Preferred Stock.
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7. Reorganization, Mergers, Consolidations or Sales of Assets. If at any time or from time to time there will be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares otherwise provided for in Section 5.04(6) or a merger or consolidation of the Corporation with or into another corporation, or the sale of all or substantially all the Corporation’s properties and assets to any other Person, then, as a part of such reorganization, merger, consolidation or sale, provision will be made so that the holders of the Series A Preferred Stock will thereafter be entitled to receive upon conversion of the Series A Preferred Stock, the number of shares of stock or other securities or property of the Corporation, or of the successor company resulting from such merger or consolidation or sale, to which a holder of that number of shares of Common Stock deliverable upon conversion of the Series A Preferred Stock would have been entitled to receive on such capital reorganization, merger, consolidation or sale (without regard to any limitations on conversion of the Series A Preferred Stock).
8. Redemption. Except to the extent a liquidation under Section 5.04(4) may be deemed to be a redemption, the Series A Preferred Stock will not be redeemable at the option of the Corporation or any holder of Series A Preferred Stock at any time. Notwithstanding the foregoing, the Corporation will not be prohibited from repurchasing or otherwise acquiring shares of Series A Preferred Stock in voluntary transactions with the holders thereof, subject to compliance with any applicable legal or regulatory requirements, including applicable regulatory capital requirements. Any shares of Series A Preferred Stock repurchased or otherwise acquired may be cancelled by the Corporation and thereafter be reissued as shares of any series of preferred stock of the Corporation.
9. Voting Rights. The holders of Series A Preferred Stock will not have any voting rights, except as may otherwise from time to time be required by law. If the holders of Series A Preferred Stock shall be entitled by law to vote as a single class with the holders of outstanding shares of Common Stock, with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration (by vote or written consent), each share of Series A Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock into which such share is convertible pursuant to Section 5.04(5).
10. Protective Provisions. So long as any shares of Series A Preferred Stock are issued and outstanding, the Corporation will not (including by means of merger, consolidation or otherwise), except as otherwise required herein, without obtaining the approval (by vote or written consent) of the holders of a majority of the issued and outstanding shares of Series A Preferred Stock, (a) alter or change the rights, preferences, privileges or restrictions provided for the benefit of the holders of the Series A Preferred Stock so as to affect them adversely, (b) increase or decrease the authorized number of shares of Series A Preferred Stock or (c) enter into any agreement, merger or business consolidation, or engage in any other transaction, or take any action that would have the effect of adversely changing any preference or any relative or other right provided for the benefit of the holders of the Series A Preferred Stock. In the event that the Corporation offers to repurchase shares of Common Stock directly from the holders thereof other than as part of a publicly announced stock repurchase program, the Corporation shall offer to repurchase shares of Series A Preferred Stock pro rata based upon the number of shares of Common Stock such holders would be entitled to receive if such shares were converted into shares of Common Stock immediately prior to such repurchase.
11. Notices. All notices required or permitted to be given by the Corporation with respect to the Series A Preferred Stock shall be in writing, and if delivered by first class United States mail, postage prepaid, to the holders of the Series A Preferred Stock at their last addresses as they shall appear upon the books of the Corporation, shall be conclusively presumed to have been duly given, whether or not the holder actually receives such notice; provided, however, that failure to duly give such notice by mail, or any defect in such notice, to the holders of any stock designated for repurchase, shall not affect the validity of the proceedings for the repurchase of any other shares of Series A Preferred Stock, or of any other matter required to be presented for the approval of the holders of the Series A Preferred Stock.
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12. Record Holders. To the fullest extent permitted by law, the Corporation will be entitled to recognize the record holder of any share of Series A Preferred Stock as the true and lawful owner thereof for all purposes and will not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other Person, whether or not it will have express or other notice thereof.
13. Term. The Series A Preferred Stock shall have perpetual term unless converted in accordance with Section 5.04(5).
14. No Preemptive Rights. The holders of Series A Preferred Stock are not entitled to any preemptive or preferential right to purchase or subscribe for any capital stock, obligations, warrants or other securities or rights of the Corporation, except for any such rights that may be granted by way of separate contract or agreement to one or more holders of Series A Preferred Stock.
15. Replacement Certificates. In the event that any Certificate will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Corporation, the posting by such Person of a bond in such amount as the Corporation may determine is necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Corporation or the Exchange Agent, as applicable, will deliver in exchange for such lost, stolen or destroyed Certificate a replacement Certificate.
16. Other Rights. The shares of Series A Preferred Stock have no preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or rights, other than as set forth herein or as provided by applicable law.
17. General Provisions. In addition to the above provisions with respect to the Series A Preferred Stock, such Series A Preferred Stock shall be subject to, and entitled to the benefits of, the provisions set forth in the Corporation’s Certificate of Incorporation with respect to preferred stock generally.
{41128447:5}
The names of the individuals who will serve as the initial directors of the Corporation until their successors are elected and qualify are as follows:
|
●
Michael P. Puorro
●
Varkey Abraham
●
Robert Golden
●
Ahron H. Haspel
●
Michael Katz
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●
Metin Negrin
●
Philip Okun
●
Elena Sisti
●
John R. Sorrenti
|
The classes, if any, for the terms of office for directors will be as described in the Bylaws of the Corporation.
Stockholders shall not be permitted to cumulate their votes in the election of directors. A plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director, unless the bylaws otherwise provide.
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For purposes of this ARTICLE IX, a “Person” shall include an individual, a group acting in concert, a corporation, a partnership, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group or entity formed for the purpose of acquiring, holding or disposing of securities.
{41128447:5}
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An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the personal liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.
The Corporation reserves the right to amend or repeal any provision contained in these Articles in the manner prescribed by the MGCL, including any amendment altering the terms or contractual rights, as expressly set forth in these Articles, of any of the Corporation’s outstanding stock by classification, reclassification or otherwise, and no stockholder approval shall be required if the approval of stockholders is not required for the proposed amendment or repeal by the MGCL, and all rights conferred upon stockholders are granted subject to this reservation.
No proposed amendment or repeal of any provision of these Articles shall be submitted to a stockholder vote unless the Board of Directors shall have (1) approved the proposed amendment or repeal, (2) determined that it is advisable, and (3) directed that it be submitted for consideration at either an annual or special meeting of the stockholders pursuant to a resolution approved by the Board of Directors. Any proposed amendment or repeal of any provision of these Articles may be abandoned by the Board of Directors at any time before its effective time upon the adoption of a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number).
The name and mailing address of the sole incorporator are as follows:
Gregory T. Krauss
Windels Marx Lane & Mittendorf, LLP
120 Albany Street Plaza FL 6
New Brunswick NJ 08901
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, IN WITNESS WHEREOF, I have signed these articles and acknowledge the same to be my act.
/s/ Gregory T. Krauss
_______________________________
Gregory T. Krauss
Incorporator
Windels Marx Lane & Mittendorf, LLP
120 Albany Street Plaza FL 6
New Brunswick NJ 08901
I hereby consent to my designation in this document as resident agent for this corporation.
CSC-Lawyers Incorporating Service Company
/s/
By:_________________________
Name: Authorized Representative
Title: Authorized Representative
{41128447:5}
Exhibit 3.2
BY-LAWS
OF
HANOVER BANCORP, INC.
a Maryland Corporation
(a) The chairman of any meeting of shareholders shall determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the shareholders will vote at the meeting shall be announced at the meeting.
(a) At any annual meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation who is entitled to vote with respect thereto and who complies with the notice procedures set forth in this Section 1.10. For business to be properly brought before an annual meeting by a shareholder, the business must relate to a proper subject matter for shareholder action and the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholders’ notice shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date then to be timely such notice must be received by the Corporation no earlier than 120 days prior to
such annual meeting and no later than the later of 70 days prior to the date of the meeting or the 10th day following the day on which public announcement of the date of the meeting was first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholders’ notice as described above. A shareholder's notice to the Secretary shall set forth as to each matter such shareholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation's books, of the shareholder proposing such business, (iii) the class and number of shares of the Corporation's capital stock that are beneficially owned by such shareholder, and (iv) any material interest of such shareholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this Section 1.10(a). The officer of the Corporation or other person presiding over the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 1.10(a), and if he should so determine, he shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.
(b)At any special meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors.
(c) Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of shareholders at which directors are to be elected only: (i) by or at the direction of the Board of Directors, or (ii) by any shareholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 1.10(c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary of the Corporation. To be timely, a shareholders’ notice shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date then to be timely such notice must be received by the Corporation no earlier than 120 days prior to such annual meeting and no later than the later of 70 days prior to the date of the meeting or the 10th day following the day on which public announcement of the date of the meeting was first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholders’ notice as described above. Such shareholder's notice shall set forth: (i) as to each person whom
such shareholder proposes to nominate for election or re-election as a director, all information relating to such person that would indicate such person's qualification, and such information that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, regardless of whether the Corporation is then subject to the Securities Exchange Act of 1934 (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (ii) as to the shareholder giving the notice (x) the name and address, as they appear on the Corporation's books, of such shareholder, and (y) the class and number of shares of the Corporation's capital stock that are beneficially owned by such shareholder. At the request of the Board of Directors any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 1.10(c). The officer of the Corporation or other person presiding at the meeting shall, if the facts so warrant, determine that a nomination was not made in accordance with such provisions and, if he or she shall so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.
Election and Term of Directors. Directors shall be elected at the annual meeting of shareholders. The Directors shall be divided into three (3) classes, as nearly equal in number as possible, known as Class 1; Class 2 and Class 3. The initial Directors of Class 1 shall serve until the Third Annual Meeting of Shareholders (three (3) years). At the Third Annual Meeting of Shareholders, the Directors shall be elected for a term of three (3) years, and after the expiration of such term, shall thereafter be elected every three (3) years for three-year terms. The initial directors of Class 2 shall serve until the Second (2nd) Annual Meeting of Shareholders (two (2) years). At the Second (2nd) Annual Meeting of the Shareholders, the Directors of Class 2 shall be elected for a term of three (3) years, and after the expiration of such term, shall thereafter be elected every three (3) years for three (3) year terms. The initial Directors of Class 3 shall serve until the First Annual Meeting of the Shareholders (One (1) year). At the Second Annual Meeting of the Shareholders, the Directors of Class 3 shall be elected for a term of three (3) years, and after the expiration of such term, shall thereafter be elected every three (3) years for three (3) year terms. Each Director shall serve until his/her successor shall have been elected and shall qualify even though his/her term of office, as herein provided, has otherwise expired, except in the event of his/her earlier resignation, removal or disqualification.
In addition, any provisions or terms contained in this Article IV or these Bylaws to the contrary notwithstanding, shares of the Corporation capital stock or other securities duly authorized and issued by the Corporation may be issued in book-entry only form, such that no physical certificates are issued but ownership of such shares is evidenced solely by entries on the records of the Corporation and/or its transfer agent kept for that purpose. Transfers of securities may also be made electronically and evidenced by book-entries only. In lieu of physical certificates, holders of such securities will receive account statements setting forth their ownership from the Corporation or its transfer agent.
These By-laws may be made, altered or repealed by the Board, subject to the right of the shareholders to alter or repeal any by-law made by the Board.
Exhibit 3.3
CERTIFICATE OF MERGER
OF
HANOVER BANCORP, INC.
(a New York corporation)
INTO
HANOVER BANCORP, INC.
(a Maryland corporation)
Under Section 907 of the Business Corporation Law
It is hereby certified, upon behalf of each of the constituent corporations herein named, as follows:
FIRST: |
The Board of Directors of each of the constituent corporations has duly adopted an Agreement and Plan of Merger (the “Plan”) setting forth the terms and conditions of the merger (the “Merger”) of the constituent corporations. |
SECOND: |
The name of the foreign constituent corporation, which is to be the surviving corporation, and which is hereinafter sometimes referred to as the “surviving constituent corporation”, is Hanover Bancorp, Inc. The jurisdiction of its incorporation is Maryland and the date of its incorporation is May 10, 2024. The surviving constituent corporation has not filed an application for authority to do business in the State of New York and will not conduct business in New York until an application for authority has been filed with the Department of State of the State of New York. |
THIRD: |
The name of the constituent domestic corporation, which is being merged into the surviving constituent corporation, and which is hereinafter sometimes referred to as the “merged constituent corporation”, is Hanover Bancorp, Inc. The date upon which its certificate of incorporation was filed by the Department of State of the State of New York is December 22, 2015. |
FOURTH: |
As to each constituent corporation, the Plan sets forth the designation and number of outstanding shares of each class and series, the specification of the classes and series entitled to vote on the Plan, and the specification of each class and series entitled to vote as a class on the Plan, as follows: |
Name of Corporation |
Designation and number of Shares in each class or series outstanding |
Class or Series of Shares entitled to Vote |
Class or Series entitled to Vote as a Class |
Hanover Bancorp, Inc., a New York corporation |
17,000,00 shares of common stock authorized; 7,229,404 |
7,229,404 |
0 |
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|
issued and 7,229,404 outstanding |
|||
|
Preferred stock, Series A (15,000,000 shares authorized; issued and outstanding 450,000 and none, respectively |
0 |
0 |
|
Hanover Bancorp, Inc., a Maryland corporation |
17,000,00 shares of common stock; 1 issued and 1 outstanding |
1 |
0 |
FIFTH: |
The Merger was authorized in respect of the merged constituent corporation, by the vote of holders of the outstanding shares of the Common Stock of the merged constituent corporation entitled to vote on the Plan, having not less than the minimum requisite proportion of votes. |
SIXTH: |
The Merger is permitted by the laws of the jurisdiction of incorporation of the surviving constituent corporation and is in compliance with said laws. |
SEVENTH: |
The surviving constituent corporation agrees that it may be served with process in the State of New York in any action or special proceeding for the enforcement of any liability or obligation of the merged constituent corporation, for the enforcement of any liability or obligation of the surviving constituent corporation for which the surviving constituent corporation is previously amenable to suit in the State of New York. |
EIGHTH: |
The surviving constituent corporation agrees that, subject to the provisions of Section 623 of the BCL, it will promptly pay to the shareholders of the merged constituent corporation the amount, if any, to which they shall be entitled under the provisions of the BCL relating to the rights of shareholders to receive payment for their shares. |
NINTH: |
The surviving constituent corporation hereby designates the Secretary of State of the State of New York as its agent upon whom process against it may be served in the manner set forth in paragraph (b) of Section 306 of the BCL in any action or special proceeding. The post office address without the State of New York to which the said Secretary of State shall mail a copy of any process against the surviving constituent corporation served upon him is: 80 East Jericho Turnpike, Mineola NY 11501. |
TENTH: |
The constituent domestic corporation hereby certifies that all fees and taxes (including penalties and interest) administered by the Department of Taxation and Finance of the State of New York (the “NYSDTF”) which are then due and payable by the constituent domestic corporation have been paid and that a cessation franchise tax report (estimated or final) through the anticipated date of the Merger (which tax report, if estimated, shall be subject to amendment) has been filed by the constituent domestic corporation. The surviving constituent corporation agrees that it will, within thirty days after the filing of the certificate of merger, file the cessation tax report (if an estimated report was previously filed) and promptly pay |
{41134321:1}
to the NYSDTF all fees and taxes (including penalties and interest), if any, which are now due and payable by the constituent domestic corporation to the NYSDTF.
ELEVENTH: |
The effective date of the Merger, insofar as the provisions of the BCL govern such effective date, shall be the 25th day of June, 2025. |
[Signatures appear on the following page]
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IN WITNESS WHEREOF, each constituent corporation has cause this Certificate of Merger to be signed by its authorized officer as of this 25th day of June, 2025.
|
Attest: /s/ Michelle Mihas ____________________________ Name:Michelle Mihas Title: Senior Vice President, Corporate Secretary |
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Hanover Bancorp, Inc., a New York corporation /s/ Michael P. Puorro By:____________________________ Name: Michael P. Puorro Title: Chairman & CEO |
|
|
|
|
Attest: /s/ Michelle Mihas ____________________________ Michelle Mihas Title: Senior Vice President, Corporate Secretary |
|
Hanover Bancorp, Inc., a Maryland corporation /s/ Michael P. Puorro By:____________________________ Name: Michael P. Puorro Title: Chairman & CEO |
{41134321:1}
Exhibit 3.4
ARTICLES OF MERGER
OF
HANOVER BANCORP, INC.,
a Maryland corporation
and
HANOVER BANCORP, INC.,
a New York corporation
Hanover Bancorp, Inc., a Maryland corporation, and Hanover Bancorp, Inc., a New York corporation, do hereby certify to the State Department of Assessments and Taxation of Maryland (the “Department”) as follows:
FIRST: |
Hanover Bancorp, Inc., a Maryland corporation, and Hanover Bancorp, Inc., a New York corporation (“Merging Corporation”) agree to merge in the manner hereinafter set forth (the “Merger”). |
SECOND: |
Hanover Bancorp, Inc., a Maryland corporation, is the entity to survive the Merger (“Surviving Corporation”). |
THIRD: |
Surviving Corporation is incorporated under the laws of the State of Maryland and Merging Corporation is incorporated under the laws of the State of New York. |
FOURTH: |
Merging Corporation was incorporated under the New York Business Corporation Law on December 22, 2015. |
FIFTH: |
The principal office of Surviving Corporation in the State of Maryland is located in the City of Baltimore. |
SIXTH: |
Merging Corporation owns no interest in land in the State of Maryland. |
SEVENTH: |
The Merger has been duly advised, authorized and approved by Surviving Corporation in the manner and by the vote required by the Maryland General Corporation Law, and the Articles of Incorporation and Bylaws of Surviving Corporation as follows: |
(a) |
By unanimous written consent, the Board of Directors of Surviving Corporation adopted a resolution declaring the Merger advisable and in the best interests of Surviving Corporation and its sole stockholder, and directing that the Merger be submitted for consideration by the sole stockholder of Surviving Corporation. |
(b) |
By written consent of the sole stockholder of Surviving Corporation, the Merger was approved by the sole stockholder of Surviving Corporation. |
EIGHTH: |
The Merger has been duly advised, authorized and approved by Merging Corporation in the manner and by the vote required by the New York Business Corporation Law, and the Restated Certificate of Incorporation and the Amended and Bylaws of Merging Corporation as follows: |
{41134278:3}
(a) |
At a meeting duly called and held, the Board of Directors of Merging Corporation adopted a resolution declaring the Merger advisable and in the best interests of Merging Corporation and its stockholders, and directing the Merger be submitted for consideration by the stockholders of Merging Corporation entitled to vote thereon. |
(b)At the annual meeting of stockholders of Merging Corporation duly called and held on March 5, 2024, the Merger was approved by the stockholders of Merging Corporation by the affirmative vote of the holders of a majority of the outstanding shares of Merging Corporation’s common stock.
NINTH: |
The total number of shares of all classes of stock which Surviving Corporation has the authority to issue is thirty two million (32,000,000) shares consisting of seventeen million (17,000,000) shares of common stock, par value $0.01 per share (“Surviving Corporation Common Stock”), and fifteen million (15,000,000) shares of preferred stock, par value $0.01 per share (“Surviving Corporation Preferred Stock”), including 275,000 shares of the Surviving Corporation’s Series A Convertible Perpetual Preferred Stock (the “Surviving Corporation’s Series A Preferred”). The aggregate par value of all of Surviving Corporation’s authorized capital stock is three hundred twenty thousand dollars ($320,000). |
TENTH:The total number of shares of all classes of stock which Merging Corporation has the authority to issue is thirty two million (32,000,000) shares consisting of seventeen million (17,000,000) shares of common stock, par value $0.01 per share (the “Merging Corporation Common Stock”), fifteen million (15,000,000) shares of preferred stock, par value $0.01 per share (“Merging Corporation Preferred Stock”) , including 275,000 shares of the Merging Corporation’s Series A Convertible Perpetual Preferred Stock (the “Merging Corporation’s Series A Preferred”). The aggregate par value of all of Merging Corporation’s authorized capital stock is three hundred twenty thousand dollars ($320,000).
ELEVENTH: |
At the Effective Time, Surviving Corporation and Merging Corporation shall merge with one another, with Surviving Corporation as the surviving entity and, thereupon, Merging Corporation shall cease to exist, Surviving Corporation shall possess any and all purposes and powers of Merging Corporation, and all leases, licenses, property, rights, privileges and powers of whatever nature and description of Merging Corporation shall be transferred to, vested in and devolved upon Surviving Corporation without further act or deed, subject to all the debts and obligations of Merging Corporation. Except as otherwise provided in these Articles of Merger, consummation of the Merger at the Effective Time shall have the effects set forth in Section 3-114 of the Maryland General Corporation Law and applicable provisions of the New York Business Corporation Law. |
TWELFTH: |
The manner and basis of converting or exchanging the issued shares of stock of Surviving Corporation and the manner and basis of converting or exchanging the issued shares of stock of Merging Corporation at the Effective Time shall be as follows: |
At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of stock of Surviving Corporation or any shares of stock of Merging Corporation:
{41134278:3}
(a) |
Each share of Merging Corporation Common Stock and Merging Corporation’s Series A Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one (1) validly issued, fully paid and nonassessable share of Surviving Corporation Common Stock or Surviving Corporation’s Series A Preferred Stock, as the case may be. |
(b) |
Each share of Surviving Corporation Common Stock issued and outstanding immediately prior to the Effective Time (all of which are owned by Merging Corporation) will no longer be issued and outstanding and will automatically be canceled and retired and will cease to exist, and no consideration will be deliverable in exchange therefor. |
(c) |
Each share of Merging Corporation Common Stock held in Merging Corporation’s treasury will automatically be canceled and retired and will cease to exist, and no consideration will be deliverable in exchange therefor. |
Upon and after the Effective Time, all of the outstanding certificates which prior to the Effective Time represented shares of Merging Corporation Common Stock and Merging Corporation’s Series A Preferred Stock will be deemed for all purposes to evidence ownership of and to represent the shares of Surviving Corporation Common Stock or Surviving Corporation’s Series A Preferred Stock, as the case may be, into which the shares of Merging Corporation Common Stock and Merging Corporation Corporation’s Series A Preferred Stock represented by such certificates are converted as herein provided. The registered owner on the books and records of Merging Corporation or its transfer agent of any such outstanding stock certificate will, until such certificate is surrendered for transfer or conversion or otherwise accounted for to Surviving Corporation or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividend and other distributions upon, the shares of Surviving Corporation Common Stock or Surviving Corporation’s Series A Preferred Stock, as the case may be.
At the Effective Time, Surviving Corporation will assume and continue all of Merging Corporation’s equity compensation plans and agreements, and the outstanding and unexercised portions of all options, warrants and rights to buy Merging Corporation Common Stock or Merging Company Preferred Stock will become options, warrants or rights for the same number of shares of Surviving Corporation Common Stock or Surviving Company Preferred Stock with no other changes in the terms and conditions of such options, warrants or rights, including exercise prices, and effective upon the Effective Time, Surviving Corporation will assume the outstanding and unexercised portions of such options, warrants and rights and the obligations of Merging Corporation with respect thereto.
There are no issued and outstanding shares of stock of any class of Surviving Corporation other than Surviving Corporation Common Stock and the Surviving Corporation’s Series A Preferred Stock, and there are no issued and outstanding shares of stock of any class of Merging Corporation other than Merging Corporation Common Stock and the Merging Corporation Corporation’s Series A Preferred Stock.
THIRTEENTH: |
The Merger shall become effective on June 25, 2025 at 11:59 p.m. (the “Effective Time”). Notwithstanding anything to the contrary in these Articles of Merger, pursuant |
{41134278:3}
to Section 3-108 of the Maryland General Corporation Law, the Merger may be abandoned before the Effective Time by majority vote of the entire board of directors of either Surviving Corporation or Merging Corporation.
FOURTEENTH: |
The undersigned Chairman and Chief Executive Officer of Surviving Corporation acknowledges these Articles of Merger to be the corporate act of Surviving Corporation and further, as to all matters or facts required to be verified under oath, such undersigned officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury. |
FIFTEENTH: |
The undersigned Chairman and Chief Executive Officer of Merging Corporation acknowledges these Articles of Merger to be the corporate act of Merging Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under penalties of perjury. |
[Signatures appear on the following page]
{41134278:3}
IN WITNESS WHEREOF, these Articles of Merger have been duly executed by the parties hereto as of this 25th day of June, 2025.
|
Attest: /s/ Michelle Mihas ____________________________ Name:Michelle Mihas Title: Senior Vice President, Corporate Secretary |
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Hanover Bancorp, Inc., A New York corporation /s/ Michael P. Puorro By:____________________________ Name: Michael P. Puorro Title: Chairman & CEO |
|
|
|
|
Attest: /s/ Michelle Mihas ____________________________ Michelle Mihas Title: Senior Vice President, Corporate Secretary |
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Hanover Bancorp, Inc., A Maryland corporation /s/ Michael P. Puorro By:____________________________ Name: Michael P. Puorro Title: Chairman & CEO |
{41134278:3}
1
Exhibit 10.1
AGREEMENT AND PLAN OF MERGER
BETWEEN HANOVER BANCORP, INC., A NEW YORK CORPORATION
AND
HANOVER BANCORP, INC., A MARYLAND CORPORATION
This AGREEMENT AND PLAN OF MERGER (the "Plan") is entered into as of this 25th day of June, 2025, by HANOVER BANCORP, INC., a corporation organized under the of the State of New York, with its principal office at 80 E Jericho Turnpike, Mineola, NY 11501 (the "Company") and HANOVER BANCORP, INC., a corporation organized under the laws of the state of Maryland, with its principal office at 80 E Jericho Turnpike, Mineola, NY 11501 ("Newco").
WHEREAS, the Company desires to change its state of domicile from New York to Maryland (the "Re-Domicile"), because it believes that incorporation under Maryland's laws will provide the Company greater flexibility in corporate governance and enable the Company to materially decrease certain expenses associated with state corporate requirements; and
WHEREAS, Newco was formed under the Maryland General Corporation Law at the direction of the Company's Board of Directors expressly for the purpose of effecting this Re-Domicile; and
WHEREAS, Section 901 of the New York Business Corporation Law authorizes Newco and the Company to enter into a plan of merger, to be executed on behalf of each corporation, setting forth the information contained herein and complying with the applicable provisions of the laws of the jurisdictions under which each corporation is organized, and subject to approval of the shareholders of each corporation; and
WHEREAS, Section 3-102 of the Maryland General Corporation Law authorizes the merger of the Company with and into Newco in the manner set forth in this Plan; and
WHEREAS, the Boards of Directors of the Company and Newco have adopted this Plan pursuant to the applicable provisions of the New York Business Corporation Law and the Maryland General Corporation Law.
NOW, THEREFORE, the parties hereto agree as follows:
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2
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3
Consummation of the Plan is conditioned upon the following:
[Remainder of Page Intentionally Blank]
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4
IN WITNESS WHEREOF, the Boards of Directors of Hanover Bancorp, Inc., a New York corporation, and Hanover Bancorp, Inc., a Maryland corporation have authorized the execution of the Plan and caused the Plan to be executed as of the date first written above.
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Attest: /s/ Michelle Mihas ______________________ Name:Michelle Mihas Title: Senior Vice President, Corporate Secretary |
Hanover Bancorp, Inc., a Maryland corporation /s/ Michael P. Puorro By:____________________________ Name: Michael P. Puorro Title: Chairman & CEO |
|
|
|
Attest: /s/ Michelle Mihas ______________________ Name:Michelle Mihas Title: Senior Vice President, Corporate Secretary |
Hanover Bancorp, Inc., a New York corporation /s/ Michael P. Puorro By:____________________________ Name: Michael P. Puorro Title: Chairman & CEO |
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5
This Agreement and Plan of Merger was adopted by a majority of the outstanding stock of Hanover Bancorp, Inc. entitled to vote thereon pursuant to Section 901 of the New York Business Corporation Law.
Hanover Bancorp, Inc.
/s/ Michael P. Puorro
By:____________________________
Name: Michael P. Puorro
Title: Chairman & CEO
This Agreement and Plan of Merger was unanimously adopted by the shareholders of Hanover Bancorp, Inc. pursuant to Section 3-102 of the Maryland General Corporation Law
Hanover Bancorp, Inc.
/s/ Michael P. Puorro
By:____________________________
Name: Michael P. Puorro
Title: Chairman & CEO
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