[8-K] CNB Financial Corp/PA Reports Material Event

Rhea-AI Filing Summary

Nova Minerals Limited (NVA) filed a Form 6-K detailing the completion of its U.S. initial public offering of American Depositary Shares (ADS).

• The company entered an underwriting agreement on 14 Jul 2025 with ThinkEquity to sell 1,200,000 ADS (1 ADS = 60 ordinary shares) at $9.25 per ADS, generating gross proceeds of $11.1 million.
• Underwriters received a 45-day option for up to 120,000 additional ADSs. They partially exercised the option on 17 Jul 2025, purchasing 108,400 ADS at the same price.
• Closing of the over-allotment occurred on 18 Jul 2025, lifting total gross proceeds to $12.21 million before underwriting discounts and offering expenses.
• The filing contains no information on use of proceeds, dilution magnitude or updated guidance.

The report is furnished, not filed, under the Exchange Act and is not incorporated by reference unless specifically stated in future filings.

Positive

• $12.21 million gross proceeds increase cash reserves without adding debt
• Successful partial over-allotment exercise signals investor demand for the ADS offering

Negative

• Issuance of 1.31 million new ADSs (including over-allotment) creates equity dilution
• Filing provides no detail on use of proceeds, limiting visibility into strategic impact

Insights

Equity Capital Markets Analyst

TL;DR: $12.2 M raise boosts liquidity but dilutes equity; impact neutral until use of proceeds clarified.

The offering strengthens Nova Minerals’ cash position, potentially funding exploration or development without incurring debt. However, issuing 1.31 million new ADSs (incl. partial over-allotment) increases share count and may weigh on per-share metrics. With no disclosed allocation of funds or updated business plan, investors cannot yet gauge accretion. Overall, the transaction is a standard capital raise with limited immediate valuation impact.

Mining Industry Specialist

TL;DR: Fresh capital supports project advancement; modestly positive for long-term asset development.

For junior miners, access to equity markets is critical. Securing U.S. investors at $9.25 per ADS validates market interest and provides resources to progress the Estelle Gold Project. While dilution is inherent, raising funds during a challenging commodity cycle is constructive and may shorten time to feasibility studies if proceeds are deployed efficiently.

CNB FINANCIAL CORP/PA false 0000736772 --12-31 0000736772 2025-07-15 2025-07-15 0000736772 us-gaap:CommonStockMember 2025-07-15 2025-07-15 0000736772 us-gaap:SeriesAPreferredStockMember 2025-07-15 2025-07-15

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): July 15, 2025

CNB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania		001-39472		25-1450605
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 South Second Street
PO Box 42
Clearfield, Pennsylvania		16830
(Address of principal executive offices)		(Zip Code)

(814) 765-9621

(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		Name of each exchange on which registered
Common Stock, no par value		CCNE		The NASDAQ Stock Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 7.125% Series A Non-Cumulative, perpetual preferred stock)		CCNEP		The NASDAQ Stock Market LLC

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

As previously disclosed, on January 9, 2025, CNB Financial Corporation (the “Company” or “CNB”) and CNB Bank, the Company’s subsidiary bank (“CNB Bank”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ESSA Bancorp, Inc. (“ESSA”) and ESSA Bank & Trust, ESSA’s subsidiary bank (“ESSA Bank”), pursuant to which (i) ESSA will merge with and into CNB, with CNB being the surviving entity (the “Merger”), and (ii) ESSA Bank will merge with and into CNB Bank, with CNB Bank being the surviving entity (the “Bank Merger”).

In accordance with the Merger Agreement, on July 15, 2025, the Board of Directors of CNB (the “Board”) appointed Gary S. Olson, Robert C. Selig, Jr. and Daniel J. Henning (the “New Board Members”) as directors, with such appointments to be effective as of the effective time of the Merger (the “Effective Time”) and contingent upon each New Board Member’s continued service as a member of the ESSA Board of Directors immediately prior to the Effective Time. The New Board Members were also appointed to the CNB Bank Board of Directors effective as of the effective time of the Bank Merger.

The New Board Members will serve on the Board until the 2026 annual shareholder meeting and, at such annual shareholder meeting, the Board will nominate each New Board Member for election to serve the following terms: (i) in the case of Mr. Olson, a three-year term, (ii) in the case of Mr. Henning, a two-year term and (iii) in the case of Mr. Selig, a one-year term.

Each of the New Board Members will be entitled to receive compensation for his service on the Board consistent with the Company’s compensation for non-employee directors, as described under the heading “Compensation of CNB Directors” in the Company’s Registration Statement on Form S-4, as amended, filed with the Securities and Exchange Commission on March 3, 2025. That description is incorporated by reference in this Item 5.02.

The Company expects to provide Mr. Olson with continuation of certain benefits, including health insurance benefits, following completion of the Merger. In addition, the Company expects to enter into an agreement with Mr. Olson pursuant to which he will provide certain consulting and advisory services. The Company will file a Current Report on Form 8-K to disclose the terms of such continuation of benefits and consulting agreement once they are finalized.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 15, 2025, the Board amended the CNB’s Third Amended and Restated Bylaws to provide the Board with the ability to grant waivers to the mandatory director retirement age solely for director appointments in connection with business combinations.

A copy of the amendment to the Third Amended and Restated Bylaws of CNB is filed as Exhibit 3.1 hereto, and is incorporated by reference in this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Amendment No. 1 to the Third Amended and Restated Bylaws of CNB Financial Corporation
104		Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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 thereunto duly authorized.

				CNB FINANCIAL CORPORATION
July 21, 2025
				By:		/s/ Tito L. Lima
						Tito L. Lima Treasurer

FAQ

How many ADSs did Nova Minerals (NVA) sell in the July 2025 offering?

The company sold 1,308,400 ADSs (1,200,000 initial + 108,400 over-allotment).

What was the public offering price per ADS for NVA?

Each ADS was priced at $9.25.

How much capital did Nova Minerals raise from the ADS sale?

Gross proceeds totaled $12.21 million before underwriting discounts and expenses.

Did the underwriters exercise their over-allotment option?

Yes, they partially exercised it, purchasing 108,400 ADSs.

Is this Form 6-K incorporated into other SEC filings?

No; it is furnished, not filed, and will only be incorporated by specific reference in future filings.