MNSBP MainStreet Bancshares Inc

As filed with the Securities and Exchange Commission on May 17, 2024

Registration No. 333-241000

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

MainStreet Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

 

Virginia		81-2871064
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

10089 Fairfax Boulevard

Fairfax, VA 22030

(703) 481-4567

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Jeff W. Dick

Chairman and Chief Executive Officer

MainStreet Bancshares, Inc.

10089 Fairfax Boulevard

Fairfax, VA 22030

(703) 481-4567

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Edward B. Crosland, Jr.

Jones Walker LLP

499 South Capitol Street, SW

Suite 600

Washington, DC 20003

(202) 203-1000

 

 

 

Approximate date of commencement of proposed sale to the public: Not Applicable.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ⌧

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		⌧		Smaller reporting company		⌧
				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 7(a)(2)(B) of the Securities Act. ⌧

 

 

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DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3, initially filed August 5, 2020 (Registration No. 333-241000), as amended (the “Registration Statement”), deregisters the securities remaining unsold under the Registration Statement. Pursuant to the undertaking contained in the Registration Statement, the Registrant is filing this Post-Effective Amendment No. 1 to deregister, as of the effective date of this Post-Effective Amendment No. 1, all securities remaining unsold under the Registration Statement.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, MainStreet Bancshares, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fairfax, Virginia, on May 17, 2024.

 

 

MAINSTREET BANCSHARES, INC.
By:			/s/ Jeff W. Dick
Name:			Jeff W. Dick
Title:			President, Chief Executive Officer   and Chairman
			(Duly Authorized Representative)

 

No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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