COFS ChoiceOne Financial Services Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

 

FORM S-4

 

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

CHOICEONE FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Michigan (State or Other Jurisdiction of Incorporation or Organization)

6022 (Primary Standard Industrial Classification Code Number)

38-2659066 (IRS Employer Identification Number)

 

109 East Division

Sparta, Michigan 49345
(616) 887-7366
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

 

Kelly J. Potes Chief Executive Officer 109 East Division Sparta, Michigan 49345 (616) 887-7366

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

Copies to:

Charlie Goode	Mark Ryerson
Warner Norcross + Judd LLP	Dickinson Wright, PLLC
150 Ottawa Avenue NW, Suite 1500	55 West Monroe, Suite 1200
Grand Rapids, Michigan 49503-2487	Chicago IL, 60603
(616) 752-2000	(312) 641-0060

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

 

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ¨

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  þ 333-282177

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨      Accelerated filer þ  Non-accelerated filer ¨ Smaller reporting company þ 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 7(a)(2)(B) of the Securities Act. ¨

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)                ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)      ¨

 

This registration statement will become effective automatically upon filing with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

 

EXPLANATORY NOTE

 

Pursuant to its Registration Statement on Form S-4 (Registration No. 333-282177) (the “Prior Registration Statement”), which was declared effective on October 18, 2024, ChoiceOne Financial Services, Inc., a Michigan corporation (“ChoiceOne”) registered an aggregate of 6,068,256 shares of its common stock, no par value (“Common Stock”) and paid an aggregate fee of $25,609.66. ChoiceOne is filing this Registration Statement on Form S-4 pursuant to General Instruction K to Form S-4 and Rule 462(b) under the Securities Act of 1933, as amended, solely to register an additional 2,800 shares of Common Stock for issuance in connection with the consummation of the merger contemplated by the Agreement and Plan of Merger, dated as of July 25, 2024, by and between ChoiceOne and Fentura Financial, Inc., a Michigan corporation (“Fentura”), related to additional shares of Fentura common stock issued since the date of the merger agreement.

 

STATEMENT OF INCORPORATION BY REFERENCE

 

This Registration Statement incorporates by reference the contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto. Additional opinions and consents required to be filed with this Registration Statement are listed on the Exhibit Index included with this Registration Statement and filed herewith.

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Sparta, State of Michigan, on February 21, 2025.

 

	ChoiceOne Financial Services, Inc.
By:	/s/ Kelly Potes		February 21, 2025
	Kelly J. Potes Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

/s/ Kelly Potes		Chief Executive Officer and Director (Principal Executive Officer)		February 21, 2025
Kelly J. Potes
/s/ Adom J. Greenland		Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)		February 21, 2025
Adom J. Greenland
* /s/ Jack G. Hendon		Chairman of the Board and Director		February 21, 2025
Jack G. Hendon
*/s/ Greg L. Armock		Director		February 21, 2025
Greg L. Armock
* /s/ Keith D. Brophy		Director		February 21, 2025
Keith D. Brophy
* /s/ Michael J. Burke, Jr.		President and Director		February 21, 2025
Michael J. Burke, Jr.
* /s/ Harold J. Burns		Director		February 21, 2025
Harold J. Burns
* /s/ Eric E. Burrough		Director		February 21, 2025
Eric E. Burrough
* /s/ Curt E. Coulter		Director		February 21, 2025
Curt E. Coulter
* /s/ Bruce John Essex, Jr.		Director		February 21, 2025
Bruce John Essex, Jr.
* /s/ Gregory A. McConnell		Director		February 21, 2025
Gregory A. McConnell
* /s/ Bradley F. McGinnis		Director		February 21, 2025
Bradley F. McGinnis

* /s/ Roxanne M. Page		Director		February 21, 2025
Roxanne M. Page
* /s/ Michelle M. Wendling		Director		February 21, 2025
Michelle M. Wendling
*By /s/ Kelly Potes
Attorney-in-Fact

 

 

 

EXHIBIT INDEX

 

Exhibit	Document
5	Opinion of Warner Norcross + Judd LLP.
23.1	Consent of Warner Norcross + Judd LLP (included in Exhibit 5 and here incorporated by reference).
23.2	Consent of Plante & Moran, PLLC.
23.3	Consent of Rehmann Robson, LLC.
24	Powers of Attorney. Previously filed as Exhibit 24 to ChoiceOne’s Registration Statement on Form S-4 (File No. 333-282177), as amended, initially filed with the Securities and Exchange Commission on September 17, 2024. Here incorporated by reference.
107	Filing Fee Table

 

 

EXHIBIT 5

 

Warner Norcross + Judd LLP
150 Ottawa Avenue NW

Suite 1500
Grand Rapids, Michigan 49503-2832

616-752-2000

www.wnj.com

 

February 21, 2025

 

ChoiceOne Financial Services, Inc.

109 East Division

Sparta, Michigan 49345

 

Re:

Registration Statement on Form S-4

 

Dear Ladies and Gentlemen:

 

We represent ChoiceOne Financial Services, Inc., a Michigan corporation (“ChoiceOne”) in connection with (a) its registration statement on Form S-4 (File No. 333-282177), as amended (the “Original Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), which was declared effective on October 18, 2024, and (b) its related registration statement on Form S-4 filed with the SEC pursuant to Rule 462(b) under the Act (the “462(b) Registration Statement,” and together with the Original Registration Statement, the “Registration Statement”).

 

This letter is furnished in connection with the Company’s filing of the 462(b) Registration Statement relating to the proposed offering of up to an additional 2,800 shares of ChoiceOne’s common stock, no par value (the “Common Stock”), which may be issued in connection with the proposed merger of Fentura Financial, Inc. (“Fentura”) with and into ChoiceOne pursuant to the terms of an Agreement and Plan of Merger, dated as of July 25, 2024, by and between ChoiceOne and Fentura (the “Merger Agreement”). The terms of the proposed merger, the Merger Agreement, and the Common Stock are described in the Joint Proxy Statement and Prospectus which forms a part of the Registration Statement to which this opinion is an exhibit.

 

As counsel for ChoiceOne, we are familiar with its Articles of Incorporation and Bylaws and have reviewed, among other things, the following:

 

	1.	The Merger Agreement;
	2.	The Registration Statement;
	3.	Certain resolutions of ChoiceOne's board of directors; and
	4.	Such other documents and records that we have deemed necessary or appropriate for purposes of rendering this opinion.

 

In our review, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, and the authenticity of all documents submitted to us as originals or copies.

 

Based on the foregoing, we are of the opinion that, (a) upon the 462(b) Registration Statement becoming effective under the Act, and (b) the issuance of the Common Stock in the manner contemplated in the Merger Agreement, the Common Stock will be validly issued, fully paid, and nonassessable.

 

This opinion, which is limited to the matters specifically referenced in this letter and is further limited to the laws of the State of Michigan and the federal laws of the United States of America, is effective as of the date of this opinion. No expansion of our opinion may be made by implication or otherwise. This opinion is for use in connection with the Registration Statement and may not be relied on in connection with other matters.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and the references to us under the heading “Legal Matters” in the related prospectus and proxy statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the SEC promulgated thereunder.

 

	Warner Norcross + Judd LLP
	/s/ Charlie Goode
	Charlie Goode A Partner

 

 

 

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference of our report dated March 13, 2024 on the financial statements of ChoiceOne Financial Services, Inc. as of December 31, 2023 and 2022 and for each of the years in the three-year period ended December 31, 2023, in the Form S-4 Registration Statement pertaining to issuance of additional shares contemplated by the Agreement and Plan of Merger dated July 25, 2024.

s/Plante & Moran, PLLC

 

Grand Rapids, Michigan

February 21, 2025

 

EXHIBIT 23.3

 

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM

 

 

 

We hereby consent to the reference to us under the caption "Experts" in the Joint Proxy Statement/Prospectus on Form S-4 (File No. 333-282177) pertaining to the proposed merger of Fentura Financial, Inc. with and into ChoiceOne Financial Services, Inc. and to the incorporation by reference therein of our integrated audit report dated March 19, 2024, relating to the consolidated financial statements of Fentura Financial, Inc., included in its Annual Report for the comparative years ended December 31, 2023 and 2022.

 

/s/ REHMANN ROBSON LLC REHMANN ROBSON LLC

 

 

Grand Rapids, Michigana

February 21, 2025

Calculation of Filing Fee Table

 

 

FORM S-4

 

(Form Type)

 

CHOICEONE FINANCIAL SERVICES, INC.

 

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Fees to be Paid	Equity	Common Stock	Other	2,800(1)	N/A(2)	$92,470.14(2)	0.00015310	$14.16(3)
Fees Previously Paid	--	--	--	--	--	--	--	--
Total Offering Amounts
Total Fees Previously Paid
Total Fee Offsets
Net Fee Due								$14.16

 

(1)	Relates to common stock, no par value (the “ChoiceOne Common Stock”), of ChoiceOne Financial Services, Inc. (“ChoiceOne”) to be issuable to holders of common stock, no par value, of Fentura Financial, Inc. (“Fentura” and, such shares, the “Fentura Common Stock”), in the proposed merger transaction described herein. The amount of ChoiceOne Common Stock being registered reflects the estimated maximum number of additional shares of ChoiceOne Common Stock that are expected to be issued pursuant to the merger, related to additional shares of Fentura Common Stock issued since the date of the merger agreement. ChoiceOne previously registered 6,068,256 shares of ChoiceOne Common Stock pursuant to the Registration Statement on Form S-4 (Registration No. 333-282177), which was declared effective on October 18, 2024, in connection with the proposed merger.
(2)	Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and computed pursuant to Rules 457(f) and 457(c) thereunder. The proposed maximum aggregate offering price is solely for the purpose of calculating the registration fee and was calculated based upon the product of (i) $33.025, the average of the high and low prices per share of ChoiceOne Common Stock as reported on the NASDAQ Capital Market on February 18, 2025, which is within five business days prior to the filing of this registration statement on Form S-4, by (ii) 2,800, the estimated maximum number of shares of additional shares of ChoiceOne Common Stock to be issued in the merger.
(3)	Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $153.10 per $1,000,000 of the proposed maximum aggregate offering.

 

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