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): December 1831, 2019

Carolina Trust BancShares, Inc.

(Exact name of registrant as specified in its charter)

North Carolina	000-55683	81-2019652
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

901 East Main Street, Lincolnton, North Carolina		28092
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (704) 735-1104

(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:

☐	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 class		Trading Symbol		Name of exchange on which registered
Common stock, par value $2.50 per share		CART		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 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On December 1831, 2019, pursuant to the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of July 15, 2019 (the “Merger Agreement”), by and between Carolina Financial Corporation (“Carolina Financial”) and Carolina Trust BancShares, Inc. (~~the~~ “~~Company~~Carolina Trust”), ~~held~~Carolina aTrust ~~special~~merged ~~meeting~~with ofand ~~shareholders~~into Carolina Financial, with Carolina Financial being the surviving corporation (the “Merger”). ~~The~~ ~~voting~~As ~~results~~a result of the ~~three~~Merger, ~~proposals~~Carolina ~~submitted~~Trust ceased to ~~shareholders~~exist atas ~~the~~a ~~special~~separate ~~meeting~~corporation ~~are~~and ~~set~~each ~~forth below. Each~~share ~~proposal~~of ~~submitted~~Carolina toTrust ~~shareholders~~common ~~was~~stock ~~approved~~outstanding byimmediately prior to the ~~shareholders~~effective ~~entitled~~time toof ~~vote~~the atMerger was converted into the ~~special~~right ~~meeting~~to receive 0. ~~The~~3000 ~~proposals~~shares ~~below~~of ~~are~~Carolina ~~described~~Financial incommon ~~greater~~stock ~~detail~~or $10.57 in cash, subject to election and proration such that the ~~proxy~~aggregate ~~statement/prospectus,~~consideration ~~dated~~will asconsist of ~~October~~90% ~~21,~~Carolina ~~2019~~Financial common stock and ~~previously~~ ~~filed~~10% bycash. Cash ~~the~~will ~~Company~~be ~~with~~paid ~~the~~in ~~U.S.~~lieu ~~Securities~~of ~~and~~any ~~Exchange~~fractional ~~Commission,~~shares orthat ~~SEC,~~otherwise onwould ~~October~~payable ~~28,~~to ~~2019~~Carolina Trust shareholders.

~~Proposal~~Additionally, 1:each ~~Proposal~~outstanding option to ~~approve~~purchase ~~the~~shares ~~Agreement~~of ~~and~~Carolina ~~Plan~~Trust common stock pursuant to Carolina Trust’s equity-based compensation plans, without any action on the part of ~~Merger~~the option holder and ~~Reorganization,~~in ~~dated~~accordance with asthe terms of ~~July~~the ~~15,~~Merger ~~2019~~Agreement, bywas converted into and ~~between~~became ~~the~~rights ~~Company~~with ~~and~~respect to Carolina Financial ~~Corporation~~common stock, such that (“i) the number of shares of Carolina Financial~~”),~~ ascommon itstock ~~may~~subject beto such Carolina Trust stock option is equal ~~amended~~to ~~from~~the ~~time~~number of shares of Carolina Trust common stock subject to such Carolina Trust option immediately prior to the Merger effective time multiplied by 0.3000 (rounded down to the nearest whole share), ~~under~~and ~~which~~(ii) the ~~Company~~per ~~will~~share ~~merge~~exercise ~~with~~price ~~and~~under each ~~into~~such Carolina ~~Financial~~Trust stock option was divided by 0.3000 (rounded up to the nearest whole cent).

Votes For		Votes Against		Abstentions		Broker Non-Votes
5,818,055		47,875		8,664		-0-

Immediately following completion of the Merger, Carolina Trust’s bank subsidiary, Carolina Trust Bank, merged with and into CresCom Bank, the principal subsidiary of Carolina Financial, with CresCom Bank continuing as the surviving bank.

~~Proposal~~The 2:foregoing ~~Proposal~~description toof ~~approve,~~the onMerger aAgreement ~~non-binding,~~and ~~advisory~~the ~~basis,~~Merger ~~the~~does ~~compensation~~not ~~that~~purport ~~may~~to be ~~paid~~complete orand ~~become~~is ~~payable~~qualified in its entirety by reference to the ~~Company’s~~full ~~named~~text ~~executive~~of ~~officers~~the ~~that~~Merger Agreement, which is ~~based~~filed as Exhibit 2.1 to this Current Report on orForm ~~otherwise~~8-K ~~related~~and toincorporated ~~the~~herein ~~merger~~by reference.

Votes For		Votes Against		Abstentions		Broker Non-Votes
5,494,275		299,638		80,681		-0-

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Proposal~~The 3:information ~~Proposal~~disclosed toin ~~approve~~Item ~~the~~2.01 ~~adjournment or postponement~~ of ~~the~~this ~~special~~Current ~~meeting~~Report toon aForm ~~later~~8-K ~~date~~is orincorporated ~~dates,~~herein ifby ~~necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger agreement~~reference.

Votes For		Votes Against		Abstentions		Broker Non-Votes
5,788,471		68,204		17,919		-0-

On December 31, 2019, in connection with the completion of the Merger, Carolina Trust requested that The Nasdaq Stock Market LLC (“NASDAQ”) suspend trading of its common stock, and NASDAQ filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to remove the Carolina Trust common stock from listing on NASDAQ and to deregister the common stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Additionally, Carolina Financial, successor-by-merger to Carolina Trust, intends to file with the SEC a Form 15 requesting the termination of registration of Carolina Trust’s common stock under Section 12(g) of the Exchange Act and the suspension of Carolina Trust’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

~~Since~~Item ~~sufficient votes were present at the special meeting to approve the merger agreement, the Company did not, under Proposal~~ 3,.03. ~~motion~~Material toModification ~~adjourn the special meeting~~ to aRights ~~later~~of ~~date~~Security Holders.

~~Item~~The 8information disclosed in Items 2.01, 3.01 ~~Other~~and ~~Events~~5.03 of this Current Report on Form 8-K is incorporated herein by reference.

On December 18, 2019, the Company issued a press release announcing that the merger agreement with Carolina Financial had been approved by the Company’s shareholders. A copy of the press release is filed as Exhibit 99.1 ~~to this Form 8-K and is incorporated by reference herein.~~

~~Additional~~As ~~Information~~a ~~About~~result of the Merger, ~~and~~each ~~Where~~holder of Carolina Trust common stock ceased to ~~Find~~have Itany rights as a shareholder of Carolina Trust other than the right to receive the merger consideration as set forth in the Merger Agreement.

~~This~~Item ~~current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company or Carolina Financial~~5.01. InChanges ~~connection~~in ~~with~~Control ~~the proposed merger~~ of the Company with and into Carolina Financial, Carolina Financial has filed with the SEC, a Registration Statement on Form S-4 (Registration No: 333-233640), which was declared effective on October 21, 2019, and that includes a proxy statement of the Company and a prospectus of Carolina Financial, as well as other relevant documents concerning the proposed mergerRegistrant. ~~The Company mailed the final proxy statement/prospectus to its shareholders on or about October 28, 2019.~~

~~BEFORE~~The ~~MAKING~~information ~~ANY~~disclosed ~~ELECTION~~in ~~DECISION,~~Item ~~SHAREHOLDERS~~2.01 OFof ~~THE~~this ~~COMPANY~~Current ~~ARE~~Report ~~URGED~~on TOForm ~~READ~~8-K ~~THE~~is ~~REGISTRATION~~incorporated ~~STATEMENT~~herein ~~AND~~by THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGERreference.

~~Company~~As ~~shareholders are able to obtain~~ a ~~free~~result ~~copy~~ of the ~~proxy statement/prospectus~~Merger, asa ~~well~~change asin ~~other~~control ~~filings containing information about the Company and Carolina Financial, at the SEC’s internet site (http://www.sec.gov). Copies~~ of the proxy statement/prospectus and the filings with the SEC that are, and will be, incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to: Carolina ~~Financial~~ ~~Corporation,~~Trust ~~288 Meeting Street~~occurred, ~~Charleston, South Carolina 29401, Attention: William A. Gehman, III, Executive Vice President~~ and ~~Chief Financial Officer or~~ Carolina Trust ~~BancShares,~~ceased ~~Inc.,~~to ~~901~~exist ~~East~~as ~~Main~~a ~~Street,~~legal ~~Lincolnton, NC 28092, Attention: Edwin Laws, Executive Vice President and Chief Financial Officer~~entity.

~~Cautionary~~Item ~~Statement~~5.02. ~~Regarding~~Departure ~~Forward-Looking~~of ~~Statements~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~This~~(b) Effective ~~current~~upon ~~report~~completion ~~on Form 8-K contains certain forward-looking statements within the meaning~~ of ~~Section 27A of~~ the ~~Securities Act of 1933~~Merger, asall ~~amended, and Section 21E~~ of the ~~Securities~~directors Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and isexecutive ~~including~~officers ~~this statement for purposes~~ of ~~these~~Carolina ~~safe~~Trust ~~harbor~~ceased ~~provisions.~~serving ~~Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by the use of words such~~ as ~~“believe,” “expect,”~~directors “intend,” “anticipate,” “estimate,” or “project” or similar expressions. The Company’s ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors that could impact the forward-looking statements contained herein or that could have a material adverse effect on the operations and ~~future~~executive ~~prospects~~officers of ~~the Company include, but are not limited to: the ability to meet other closing conditions to the merger with~~ Carolina Financial; the ability to complete the merger as expected and within the expected timeframe; disruptions to customer and employee relationships and business operations caused by the merger; the ability to implement integration plans associated with the merger transaction, which integration may be more difficult, time-consuming or costly than expected; the ability to achieve the cost savings and synergies contemplated by the merger within the expected timeframe, or at all; changes in local and national economies, or market conditions; changes in interest rates; regulations and accounting principles; changes in policies or guidelines; loan demand and asset quality, including real estate values and collateral values; deposit flow; the impact of competition from traditional or new sources; and the other factors detailed in the Company’s publicly filed documents with the SECTrust. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company assumes no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this report.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Upon effectiveness of the Merger, the separate corporate existence of Carolina Trust ceased. The certificate of incorporation and bylaws of Carolina Financial, as in effect immediately before the completion of the Merger, became the certificate of incorporation and bylaws of the surviving corporation without change. Consequently, the articles of incorporation and bylaws of Carolina Trust ceased to be in effect upon completion of the Merger.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release dated December 18, 2019
2.1		Agreement and Plan of Merger and Reorganization, dated July 15, 2019, by and between Carolina Financial Corporation and Carolina Trust BancShares, Inc. (incorporated herein by reference to Exhibit 2.1 to Carolina Trust’s Current Report on Form 8-K filed on July 18, 2019)

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.

	Carolina Trust BancShares, Inc.
	CAROLINA FINANCIAL CORPORATION
Date: December 18, 2019	By:	/s/ Edwin E. Laws
	(as successor-by-merger to Carolina Trust BancShares, Inc.)
		Name: Edwin E. Laws
Date: January 6, 2020	By:	/s/ William A. Gehman, III
		Title: EVP and Chief Financial Officer
	Name: William A. Gehman, III
	Title: Executive Vice President and Chief Financial Officer

Filing Compare · Carolina Trust BancShares, Inc.