BLUE RIDGE BANKSHARES, INC.
For the period ended Mar 6, 2024. Filed Jan 24, 2024.
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Mar 6, 2024 · Filed Jan 24, 2024
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DEF 14A 1 d707523ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Filed by a Party other than the Registrant ☐
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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January 20, 2024
Dear Fellow Shareholders:
You are cordially invited to attend the Special Meeting of Shareholders (the “Special Meeting”) of Blue Ridge Bankshares, Inc. (the “Company”) on March 6, 2024, at 10:00 a.m.** **Eastern Time. The Company’s Board of Directors has determined that the Special Meeting will be conducted exclusively as a virtual meeting of shareholders via online live webcast. You will be able to attend and participate in the Special Meeting online and vote your shares electronically by visiting www.meetnow.global/MV7CU5Q.
At the meeting, you will be asked to consider and vote on the following proposals:
| 1. | To approve the issuance of shares of the Company’s common stock representing more than 20% of the outstanding shares of the Company’s common stock, including upon the exercise of certain warrants to be issued by the Company, in each case, in a private placement as more fully described in the accompanying proxy statement, in accordance with the requirements of the NYSE American Company Guide (the “Capital Raise Proposal”); |
| 2. | To approve an amendment to the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock from 50,000,000 to 150,000,000 (the “Articles Amendment Proposal”); and |
| 3. | To adjourn the Special Meeting to a later date or dates, if necessary, to solicit additional proxies to establish a quorum or approve the Capital Raise Proposal or the Articles Amendment Proposal (the “Adjournment Proposal”). |
Your attention is directed to the proxy statement accompanying this letter for a more complete statement of matters to be considered at the Special Meeting.
You may vote your shares through the Internet, by telephone, by regular mail, or virtually at the Special Meeting.
**Your vote is important.**Approval of the Capital Raise Proposal requires approval by a majority of votes cast at the Special Meeting, and approval of the Articles Amendment Proposal requires approval by more thantwo-thirds of the outstanding shares of the Company’s common stock.Our Board of Directors unanimously recommends that you vote “FOR” approval of the Capital Raise Proposal, “FOR” approval of the Articles Amendment Proposal, and “FOR” approval of the Adjournment Proposal.
Please take time to vote now so that your shares are represented at the meeting, whether or not you plan to participate in the Special Meeting. We appreciate your continued support.
Sincerely,
G. William Beale
President and Chief Executive Officer
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.