Form 8-K/A date of report 10-09-24 true 0000903419 0000903419 2024-10-09 2024-10-09

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

 

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 9, 2024

 

Alerus Financial Corporation
(Exact Name of Registrant as Specified in Charter)

 

 

401 Demers Avenue
Grand Forks, North Dakota 58201
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (701) 795-3200

 

(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):

 

 

 

 

 

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

 

 

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.  ☐

 

 

 

On October 9, 2024, Alerus Financial Corporation, a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Initial Filing”) to report that the Company had completed its acquisition of HMN Financial, Inc. (“HMNF”), pursuant to the Agreement and Plan of Merger, dated May 14, 2024 (the “Merger Agreement”), by and between the Company and HMNF. Pursuant to the Merger Agreement, effective October 9, 2024, HMNF merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger.

 

This Current Report on Form 8-K/A amends the Initial Filing to include the financial information required by Item 9.01 of Form 8-K. The pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only, as required by Item 9.01(b) of Form 8-K. It does not purport to represent the actual results of operations that the Company and HMNF would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Merger. Except as described above, all other information in the Initial Filing remains unchanged.

 

Item 9.01.         Financial Statements and Exhibits.

 

 

The audited consolidated financial statements of HMNF as of and for the years ended December 31, 2023 and 2022, and the related Independent Auditor’s Reports, are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

 

The unaudited interim consolidated financial statements of HMNF as of and for the nine-month periods ended September 30, 2024 and 2023 are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

 

 

The unaudited pro forma combined consolidated financial information of the Company and HMNF as of and for the nine months ended September 30, 2024 and for the year ended December 31, 2023 are attached hereto as Exhibit 99.4 and are incorporated herein by reference.

 

 

 

⁺ Previously filed as an exhibit to the Initial Filing.

 

* The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

 

 

 

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.