21 unchanged sentences
Based on the assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2022.
−Removed: The effectiveness of our internal control over financial reporting as of December 31, 2021, has been audited by Dixon Hughes Goodman LLP, an independent registered public accounting firm, as stated in their report which is included herein.
+Added: The effectiveness of our internal control over financial reporting as of December 31, 2022, has been audited by FORVIS, LLP (formerly Dixon Hughes Goodman LLP), an independent registered public accounting firm, as stated in their report which is included herein.
Changes in Internal Control over Financial Reporting
5 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: The information called for by this item is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on May 26, 2022, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2021.
+Added: The information called for by this item is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on July 27, 2023, or an Amended Annual Report on Form 10-K/A containing such information, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2022.
Executive Compensation.
−Removed: The information called for by this item relating to security ownership of certain beneficial owners and management is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on May 26, 2022, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2021.
+Added: The information called for by this item relating to security ownership of certain beneficial owners and management is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on July 27, 2023, or an Amended Annual Report on Form 10-K/A containing such information, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2022.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
−Removed: The information called for by this item is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on May 26, 2022, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2021.
+Added: The information called for by this item is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on July 27, 2023, or an Amended Annual Report on Form 10-K/A containing such information, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2022.
Certain Relationships and Related Transactions, and Director Independence.
−Removed: The information called for by this item is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on May 26, 2022, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2021.
+Added: The information called for by this item is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on July 27, 2023, or an Amended Annual Report on Form 10-K/A containing such information, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2022.
Principal Accountant Fees and Services.
−Removed: The information called for by this item is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on May 26, 2022, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2021.
−Removed: The Independent Registered Accounting Firm is Dixon Hughes Goodman LLP (PCAOB Firm ID No.
+Added: The information called for by this item is incorporated herein by reference from our Definitive Proxy Statement for our Annual Meeting of Shareholders tentatively being held on July 27, 2023, or an Amended Annual Report on Form 10-K/A containing such information, a copy of which will be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2022.
+Added: The Independent Registered Accounting Firm is FORVIS, LLP (formerly Dixon Hughes Goodman LLP) (PCAOB Firm ID No.
686 ) located in Fort Worth, TX .
18 unchanged sentences
on October 21, 2021).
−Removed: Amended and Restated Articles of Incorporation of Business First Bancshares, Inc., adopted September 28, 2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Business First Bancshares, Inc.
−Removed: on October 2, 2017).
+Added: Restated Articles of Incorporation of Business First Bancshares, Inc., adopted October 27, 2022 (incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed by Business First Bancshares, Inc.
+Added: on November 3, 2022).
Amended and Restated Bylaws of Business First Bancshares, Inc., adopted April 23, 2020 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Business First Bancshares, Inc.
2 unchanged sentences
on November 12, 2014).
−Removed: Description of Securities Registered under Section 12 of the Exchange Act.* Instruments defining the rights of the long-term debt securities of Business First Bancshares, Inc.
−Removed: and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K.
−Removed: Business First Bancshares, Inc.
+Added: Form of Series A Preferred Stock (incorporated by reference to Exhibit A to Exhibit 10.1 to the Current Report on Form 8-K filed by Business First Bancshares, Inc.
+Added: on Setpember 1, 2022).
+Added: Description of Securities Registered under Section 12 of the Exchange Act.*  Instruments defining the rights of the long-term debt securities of Business First Bancshares, Inc.
+Added: and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K.  Business First Bancshares, Inc.
hereby agrees to furnish copies of these instruments to the SEC upon request.
1 unchanged sentence
Melville, III, dated November 6, 2019 (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed by Business First Bancshares, Inc.
−Removed: on November 7, 2019).
+Added: on November 7, 2019).  
Change in Control Agreement, dated November 6, 2019, between Business First Bank and Gregory Robertson (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed by Business First Bancshares, Inc.
on November 7, 2019).
−Removed: Change in Control Agreement, dated November 6, 2019, between Business First Bank and Philip Jordan (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed by Business First Bancshares, Inc.
+Added: Change in Control Agreement, dated November 6, 2019, between Business First Bank and Philip Jordan  (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed by Business First Bancshares, Inc.
on November 7, 2019).
24 unchanged sentences
on March 5, 2021).
+Added: Form of Securities Purchase Agreement by and among Business First Bancshares, Inc.
+Added: and the serveral purchasers of Series A Preferred Stock named therein (incorporated by reference to Exhibit A to Exhibit 10.1 to the Current Report on Form 8-K filed by Business First Bancshares, Inc., on September 1, 2022).
+Added: Change in Control Agreement, dated October 29, 2019, between Business First Bank and Keith Mansfield (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed by Business First Bancshares, Inc.
+Added: on August 4, 2022).
+Added: Supplemental Executive Retirement Plan Participation Agreement, dated as of January 7, 2021, between b1BANK and Keith Mansfield (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed by Business First Bancshares, Inc.
+Added: on August 4, 2022).
List of subsidiaries of Business First Bancshares, Inc.*
−Removed: Consent of Dixon Hughes Goodman, L.L.P.*
−Removed: Consent of Hannis T.
−Removed: Bourgeois, L.L.P.*
−Removed: Power of Attorney (contained on the signature page hereto).*
−Removed: Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
−Removed: Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
−Removed: Certification of the Chief Executive Officer and Chief Financial Officer provided pursuant to 18 U.S.C.
+Added: Consent of FORVIS, LLP (formerly Dixon Hughes Goodman LLP)*
+Added: Power of Attorney (containted on the signature page hereto)*
+Added: Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
+Added: Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
+Added: Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
7 unchanged sentences
Filed herewith.
−Removed: Furnished herewith, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
+Added: Furnished herewith, and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
Represents a management contract or a compensatory plan or arrangement.
10 unchanged sentences
and we do hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 1st day of March, 2022.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 2nd day of March, 2023.
Melville, III
40 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.