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SEC Comment Letter for Business First Bancshares, Inc. (BFST) (CIK 0001624322) (BFST) — Mar 6, 2018

Business First Bancshares, Inc. (BFST) (CIK 0001624322)
Date: March 6, 2018 · CIK: 0001624322 · Accession: 0000000000-18-007018

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File numbers found in text: 333-223043

Date
March 6, 2018
Author
/s/ Era Anagnos ti
Form
UPLOAD
Company
Business First Bancshares, Inc. (BFST) (CIK 0001624322)

Letter

Mail Stop 4720 March 6, 2018 David R. Melville III President and Chief Executive Officer Business First Bancshares, Inc. 500 Laurel Street, Suite 101 Baton Rouge, LA 70801

Re: Business First Bancshares, Inc. Registration Statement on Form S-3 Filed February 15, 2018 File No. 333-223043

Dear Mr. Melville :

We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments.

General

1. You disclose in the third paragraph of the prospectus cover page that, prior to this offering there has been no established public market for your stock. We also note your first risk factor disclosure on page six stating that while you have applied to have your common stock listed on Nasdaq Global Select Market, that application may not get approved. As such, it does not appear that you satisfy the transaction requirements for a secondary offering as your share s are not currently listed and registered on a national securities exchange , or quoted on an automated quotation system. Please provide us with a legal analysis demonstrating that you are eligible to register this re sale transaction on Form S -3 at this time. Alternatively, please file the amendment to your registration statement on the appropriate form. For guidance, please refer to General Instruction I.B.3. of Form S -3.

David R. Melville III Business First Bancshares, Inc. March 6, 2018 Page 2

Selling Shareholders, page 11

2. It appears that AB Financial Services Opportunities Master Fund L.P. and Stephens BFB LLC may be affiliates of broker -dealers. Please disclose whether these or any of your other selling shareholder s are broker -dealer s or affiliate s of broker -dealer s. If a selling shareholder is a broker -dealer, please revise your disclosure to indicate that such selling shareholder is an underwriter, unless such selling shareholder received its securities as compensation for investment banking services. In addition, in connection with a selling shareholder who is an a ffiliate of a broker -dealer, please disclose if true , that:  the selling shareholder purchased the shares being registered for resale in the ordinary course of business; and  at the time of the purchase, the selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities. If you are unable to make these representations, please disclose that the selling shareholder is an underwriter.

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Eric Envall, Staff Attorney at (202) 551 -3234 or me at (202) 551 -3369 with any questions.

Sincerely,
/s/ Era Anagnos ti

Show Raw Text
Mail Stop 4720
March 6, 2018
David R. Melville III
President and Chief Executive Officer
Business First Bancshares, Inc.
500 Laurel Street, Suite 101
Baton Rouge, LA 70801

Re: Business  First Bancshares, Inc.
  Registration Statement on Form S-3
Filed  February 15, 2018
  File No.  333-223043

Dear Mr. Melville :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. You disclose in the third paragraph of the prospectus cover page that, prior to this
offering there has been no established public market for your stock.  We also note your
first risk factor disclosure on page six stating that while you have applied to have your
common stock listed on Nasdaq Global Select Market, that application may not get
approved.  As such, it does not appear that you satisfy the transaction requirements for a
secondary offering as your share s are not currently listed and registered on a national
securities exchange , or quoted on an automated quotation system.  Please provide us with
a legal analysis demonstrating that you are eligible to register this re sale transaction on
Form S -3 at this time.  Alternatively, please file the amendment to your registration
statement on the appropriate form.  For guidance, please refer to General Instruction
I.B.3. of Form S -3.

David R. Melville III
Business First Bancshares, Inc.
March 6, 2018
Page 2

 Selling Shareholders, page 11

2. It appears that AB Financial Services Opportunities Master Fund L.P.  and Stephens BFB
LLC  may be affiliates of broker -dealers.  Please disclose whether these or any  of your
other selling shareholder s are broker -dealer s or affiliate s of broker -dealer s.  If a selling
shareholder is a broker -dealer, please  revise your disclosure to indicate that such selling
shareholder is an underwriter, unless such selling shareholder received its securities as
compensation for investment banking services.   In addition, in connection with a selling
shareholder who is an a ffiliate of a broker -dealer, please disclose if true , that:
 the selling shareholder purchased the shares being registered for resale in the ordinary
course of business; and
 at the time of the purchase, the selling shareholder had no agreements or
understandings, directly or indirectly, with any person to distribute the securities.
If you are unable to make these representations, please disclose that the selling
shareholder is  an underwriter.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Eric Envall, Staff Attorney  at (202) 551 -3234  or me at (202) 551 -3369
with any questions.

Sincerely,

 /s/ Era Anagnos ti

 Era Anagnosti
Acting Assistant Director
Office of Financial Services