UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December ~~November 10~~30, 2020

COMMUNITY FIRST BANCSHARES, INC.

(Exact Name of Registrant as Specified in Charter)

Federal	001-38074	~~001~~82-~~38074~~1147778	~~82-1147778~~
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(~~Commission~~I.R.S. ~~File~~Employer Identification No.)	~~(I.R.S. EmployerIdentification No.)~~
3175 Highway 278, Covington, Georgia			30014
(Address of Principal Executive Offices)			(Zip Code)

3175 Highway 278, Covington, Georgia	30014
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 786-7088

Not Applicable

(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))

☐ 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		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		CFBI		The Nasdaq Stock Market LLC

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 5.0107 Submission ~~Entry~~of ~~Into~~Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders

On(a) ~~November 10,~~A ~~2020,~~special ~~Affinity~~meeting of the stockholders of Community First Bancshares, Inc., ~~a Maryland corporation~~ (the “Company”), ~~Community~~was ~~First~~held ~~Bancshares,~~on ~~Inc.~~December 30, ~~a federal~~2020 ~~corporation~~to ~~(“Community~~consider ~~First”),~~and ~~Newton~~vote ~~Federal~~upon ~~Bank~~the ~~and~~Plan ~~Community~~of ~~First~~Conversion ~~Bancshares,~~and ~~MHC~~Reorganization (the “~~MHC~~Plan”) ~~entered~~of ~~into~~Community anFirst ~~Agency Agreement with Performance Trust Capital Partners~~Bancshares, ~~LLC~~MHC (the “~~PTCP~~MHC”), ~~who~~and ~~will~~to ~~assist~~consider ~~the Company~~and invote ~~selling the shares of the Company’s common stock~~ on arelated ~~best~~matters, ~~efforts~~including ~~basis~~provisions in the ~~Company’s~~articles ~~subscription~~of ~~and~~incorporation ~~community offerings,~~ and ~~will~~bylaws ~~serve~~of asthe ~~sole~~proposed ~~manager~~new ~~for~~holding ~~any~~company, ~~syndicated~~Affinity ~~offering.~~Bancshares, Inc.

~~PTCP~~(b) ~~will~~The ~~receive~~specific amatters ~~fee~~considered ofand ~~1.0%~~voted ofon ~~the aggregate purchase price of all shares of common stock sold~~ by the ~~Company~~stockholders inat the ~~subscription~~special meeting and ~~community~~ ~~offerings. No fee will be payable to PTCP with respect to shares purchased by~~ the ~~Company’s~~votes ~~and~~of ~~Newton Federal Bank’s directors, trustees, officers, employees or their immediate families and their personal trusts, and shares purchased by~~ the ~~Company’s~~stockholders ~~employee~~were ~~benefit~~as ~~plans or trusts.~~ follows:

InProposal ~~the event a syndicated or firm commitment underwritten offering is conducted, the Company will pay fees of 5~~No.5% of the aggregate purchase price of all shares of common stock sold in the syndicated or firm commitment underwritten offering to PTCP and any other broker-dealers included in the syndicated or firm commitment underwritten offering. 1

The ~~shares~~approval of ~~common~~a ~~stock~~plan ~~are~~of ~~being~~conversion ~~offered~~and ~~pursuant~~reorganization towhereby aCommunity ~~Registration~~First ~~Statement~~Bancshares, onMHC ~~Form~~and ~~S-1~~Community ~~(Registration~~First NoBancshares, Inc. ~~333-248745)~~ ~~filed~~will byconvert ~~the~~and reorganize ~~Company~~from ~~under~~ the ~~Securities~~mutual ~~Act~~holding ofcompany ~~1933,~~structure asto ~~amended,~~the ~~and~~stock aholding ~~related~~company ~~prospectus dated November 10, 2020~~structure.

The foregoing description of the terms of the Agency Agreement is qualified in its entirety by references to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

For	Against	Abstain	Broker Non-Votes
5,932,260	282,441	5,042	—

~~Item~~Proposal 9No.01 ~~Financial Statements and Exhibits~~2

~~(d)~~The ~~Exhibits~~approval of the adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the plan of conversion and reorganization.

Exhibit		Description
For	Against	Abstain	Broker Non-Votes
1.1		Agency Agreement dated November 10, 2020, by and among the Company, Community First, Newton Federal Bank and the MHC and PTCP (exhibits omitted)
5,918,037	296,464	5,242	—

Proposal No. 3

The approval of a provision in Affinity Bancshares, Inc.’s articles of incorporation requiring a super-majority vote of stockholders to approve certain amendments to Affinity Bancshares, Inc.’s articles of incorporation.

For	Against	Abstain	Broker Non-Votes
5,481,872	730,719	7,152	—

Proposal No. 4

The approval of a provision in Affinity Bancshares, Inc.’s articles of incorporation requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to Affinity Bancshares, Inc.’s bylaws.

For	Against	Abstain	Broker Non-Votes
5,471,268	741,827	6,647	—

Item 8.01 Other Events

On December 30, 2020, the MHC adjourned its meeting of members to solicit further votes in favor of the Plan. The meeting of members will be reconvened on January 12, 2021 at 3:00 p.m.

The Company also reports that sufficient orders were received in the subscription offering of Affinity Bancshares, Inc. such that it is expected that no community offering or syndicated offering will be held. The Company is currently processing the orders received; accordingly, no further information regarding the offering is available at this time. The closing of the offering and conversion remains subject to customary regulatory approvals, as well as the approval of the members of the MHC.

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.

		COMMUNITY FIRST BANCSHARES, INC.		~~COMMUNITY FIRST BANCSHARES, INC.~~
DATE: November 12, 2020			By:	/s/ Tessa M. Nolan
DATE: December 31, 2020	By:	/s/ Tessa M. Nolan
		Tessa M. Nolan		~~Tessa M. Nolan~~
		Senior Vice President and Chief Financial Officer		~~Senior Vice President and Chief Financial Officer~~

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