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~~January 211, ~~2022~~2023

GrandSouth Bancorporation

(Exact name of registrant as specified in its charter)

South Carolina

(State or other jurisdiction of incorporation)

000-31937	57-1104394
(Commission File Number)	(IRS Employer Identification No.)

381 Halton Road, Greenville, South Carolina	29607
(Address of principal executive offices)	(Zip Code)

(864) 770-1000

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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 72.01. ~~Regulation~~Completion FDof ~~Disclosure~~Acquisition or Disposition of Assets.

OnEffective ~~December~~as 21of January 1, ~~2022~~2023, First Bancorp (“First Bancorp”), the holding company for First Bank, Southern Pines, North Carolina (“First Bank”), completed its acquisition by merger of GrandSouth Bancorporation (the “Company”), the holding company for GrandSouth Bank, ~~issued~~Greenville, aSouth ~~press~~Carolina (the ~~release~~“Merger”). ~~announcing~~The aCompany ~~quarterly~~merged ~~cash~~with ~~dividend~~and ofinto ~~$0.20~~First ~~per~~Bancorp, ~~common~~with ~~share~~First ~~($0.21 per~~Bancorp ~~Series~~as Athe ~~preferred~~surviving ~~share)~~corporation. ~~payable~~The onMerger was ~~December~~completed ~~30,~~pursuant ~~2022~~ to ~~shareholders~~an Agreement and Plan of ~~record~~Merger onand ~~December~~Reorganization 27dated June 21, 2022 (the “Merger Agreement”).

~~The~~Upon ~~press~~closing ~~release~~of isthe ~~furnished~~Merger, aseach ~~Exhibit~~outstanding ~~99.1~~share of tothe ~~this~~Company’s ~~Current~~common ~~Report~~stock and preferred stock (on ~~Form~~ 8an as-K.converted ~~The~~basis ~~information~~of inone-for-one, ~~this~~which ~~Item~~converted ~~7.01,~~automatically ~~including~~at ~~Exhibit~~the effective ~~99.1~~time of the Merger), ~~shall~~other ~~not~~than beshares ~~deemed~~held ~~“filed”~~by ~~for~~the ~~purposes~~Company, First Bancorp, or any other of ~~Section~~their 18respective wholly-owned subsidiaries, ofwas converted into the ~~Securities~~right ~~Exchange~~to ~~Act~~receive 0.91 shares of ~~1934,~~First orBancorp’s ~~otherwise~~common ~~subject~~stock. Pursuant to the ~~liability~~Merger Agreement, as of ~~that~~the effective ~~section,~~time ~~and~~of ~~shall~~the ~~not~~Merger, beeach ~~deemed~~of tothe beCompany’s ~~incorporated by~~outstanding ~~reference~~stock options converted into ~~any~~options ~~filing~~to ~~under~~acquire ~~the~~First ~~Securities~~Bancorp ~~Act~~common stock ofadjusted ~~1933~~based oron the ~~Securities~~0.91 ~~Exchange~~exchange ~~Act of 1934~~ratio.

~~Item~~The 9foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.~~01.~~1 ~~Financial~~to ~~Statements~~the Company’s Form 8-K filed with the U.S. Securities and ~~Exhibits~~Exchange Commission (the “SEC”) on June 21, 2022.

~~(d)~~Item ~~Exhibits~~3.03 ~~The~~Material ~~following~~Modifications ~~exhibit~~to ~~index~~Rights ~~lists~~to ~~the~~Security ~~exhibit that is furnished with this Current Report on Form 8-K:~~Holders.

~~EXHIBIT~~Upon ~~INDEX~~the completion of the Merger, outstanding shares of the Company’s common stock (other than shares held by the Company, First Bancorp, or any of their respective wholly-owned subsidiaries) were converted into the right to receive 0.91 shares of First Bancorp’s common stock. As described in the Company’s Current Report on Form 8-K filed on November 9, 2022, the Merger Agreement was approved by the Company’s common stock and preferred stock shareholders at the special shareholders’ meeting held on November 8, 2022. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Exhibit No.		Description
99.1		Press Release dated December 21, 2022.

Item 5.01

Changes in Control of Registrant.

Upon the completion of the Merger, the Company merged with and into First Bancorp and, accordingly, a change in control of the Company occurred. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the effective time of the Merger, all of the directors and executive officers of the Company ceased serving as directors and executive officers of the Company. As of the effective time of the Merger, Mason Y. Garrett, the former Chairman and Chief Executive Officer of the Company and J. Randolph Potter, a former director of the Company, were each appointed to the boards of directors of First Bancorp and First Bank.

Item 5.03

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

At the effective time of the Merger, the separate corporate existence of the Company ceased. The articles of incorporation and bylaws of First Bancorp, as in effect immediately before the completion of the Merger, became the articles of incorporation and bylaws of the surviving corporation without change. Consequently, the articles of incorporation and bylaws of the Company ceased to be in effect upon completion of the Merger. The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

Item 8.01

Other Events.

In connection with the Merger, the Company notified The Financial Industry Regulatory Authority, Inc. that the Merger had been completed and requested that trading of the Company’s common stock on the OTCQX be halted before the opening of trading on January 3, 2023. The Company intends to file a Form 15 with the SEC deregistering the Company’s common stock pursuant to Rule 12g-4(a)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon filing the Form 15, the Company intends to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act and immediately cease filing any reports thereunder. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

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.

	GRANDSOUTH BANCORPORATION
Dated: December 21, 2022	By:	/s/ John B. Garrett
	Name:	John B. Garrett
	Title:	Chief Financial Officer

		FIRST BANCORP,
		(successor by merger to GrandSouth Bancorporation)

		By:	/s/ Michael G. Mayer
			Michael G. Mayer
			President

Dated: January 4, 2023

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