PNBK Patriot National Bancorp Inc

Patriot National Bancorp, Inc., a Connecticut corporation (“Patriot”), announced today that, on June 30, 2022, the Office of the Comptroller of the Currency (the “OCC”) conditionally approved the application of Patriot Bank, National Association (“Patriot Bank”) to substantially change its asset composition under 12 CFR 5.53 in connection with the transactions (the “Proposed Transactions”) contemplated by the Merger Agreement, dated November 14, 2021, between Patriot and American Challenger Development Corp. (“American Challenger”), as amended (the “Merger Agreement”). The OCC approval will automatically terminate if the Proposed Transactions are not consummated within six (6) months of June 30, 2022, unless the OCC grants an extension of the time period. The closing of the Proposed Transactions, including the merger of American Challenger with and into Patriot, with Patriot as the surviving corporation, and the closing of a capital raise of at least $875 million (the “Capital Raise”) by Patriot and Patriot Bank, remains subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement, including obtaining shareholder approval and other customary closing conditions as previously disclosed by Patriot. Negotiations regarding the Capital Raise and the acquisition of a commercial loan portfolio are ongoing.

On July 6, 2022, Patriot issued a press release announcing the receipt of the conditional OCC approval required under Merger Agreement with American Challenger. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

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.