SecProbe.io

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 filename1.htm

 fmfg20250603_corresp.htm

 June 4, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:

 Mr. Robert Arzonetti

 Re:

 Farmers and Merchants Bancshares, Inc.

 Registration Statement on Form S-1 (File 333-287550)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Farmers and Merchants Bancshares, Inc. (the “Company”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form S-1 to 10:00 a.m., Eastern Time, on Friday, June 6, 2025, or as soon thereafter as is practicable. Any changes to the schedule for the effectiveness may be communicated through the Company’s counsel, Andrew Bulgin, Esquire, of Gordon Feinblatt LLC, 1001 Fleet Street, Suite 700, Baltimore, Maryland 21202, at (410) 576-4280 (voice), (443) 857-1133 (mobile), or abulgin@gfrlaw.com (e-mail).

 The Company hereby acknowledges that:

 ●

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ●

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in the filing; and

 ●

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Sincerely yours,

 Farmers and Merchants Bancshares, Inc.

 By: /s/ Gary A. Harris

 Gary A. Harris

 President and Chief Executive Officer

 CORPORATE OFFICE

 4510 Lower Beckleysville Road, Suite H Hampstead, MD 21074

 Phone: 410-374-1510, Fax: 410-374-3052

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2025

Gary A. Harris
Chief Executive Officer
Farmers and Merchants Bancshares, Inc.
4510 Lower Beckleysville Road, Suite H
Hampstead, MD 21074

 Re: Farmers and Merchants Bancshares, Inc.
 Registration Statement on Form S-1
 Filed May 23, 2025
 File No. 333-287550
Dear Gary A. Harris:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Andrew Bulgin, Esq.
</TEXT>
</DOCUMENT>

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[Farmers and Merchants Bancshares, Inc.
Letterhead]

May 30, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:	Ms. Katelyn Donovan

    Re:
    Farmers and Merchants Bancshares, Inc.

    Registration Statement on Form S-1 (File 333-217918)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Farmers and Merchants Bancshares, Inc. (the
“Company”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form
S-1, as amended by Pre-Effective Amendment No. 1 on Form S-1/A, to 10:00 a.m., Eastern Standard Time, on Thursday, June 1, 2017,
or as soon thereafter as is practicable. Any changes to the schedule for the effectiveness may be communicated through the Company’s
counsel, Andrew Bulgin, Esquire, of Gordon Feinblatt LLC, The Garrett Building, 233 East Redwood Street, Baltimore, Maryland 21202-3332,
at (410) 576-4280 (voice), (410) 576-4196 (facsimile), or abulgin@gfrlaw.com (e-mail).

The Company hereby acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

    Sincerely yours,

    Farmers and Merchants Bancshares, Inc.

    By:
    /s/ James R. Bosley, Jr.

    James R. Bosley, Jr.

    President and Chief Executive Officer

CORRESP
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filename1.htm

Andrew D. Bulgin

410.576.4280

Fax 410.576.4196

abulgin@gfrlaw.com

May 23, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Ms. Katelyn Donovan

    Re:

        Farmers and Merchants Bancshares, Inc.

        Registration Statement on Form S-1 (File
        333-217918)

        Cancelation of Request for Acceleration
        of Effective Date

Ladies and Gentlemen:

On May 18, 2017, Farmers and Merchants Bancshares,
Inc. (the “Company”) submitted a request that the effective date of the above-referenced registration statement be
accelerated to 10:00 a.m. on May 22, 2017. In that request, the Company noted that any change to the schedule for effectiveness
could be communicated to the Staff by the undersigned. In light of the undersigned’s telephone conversations with the Staff’s
Katelyn Donovan on May 22, 2017, the Company intends to file a Pre-Effective Amendment No. 1 to the registration statement on or
about May 24, 2017 to include interim financial statements and related disclosure for the quarter ended March 31, 2017. Accordingly,
please cancel the Company’s request for acceleration.

    Sincerely,

    /s/ Andrew D. Bulgin

    Andrew D. Bulgin

Mail Stop 4720
May 17, 2017

James R. Bosley, Jr.
President and Chief Executive Officer
Farmers and Merchants Bancshares, Inc.
4510 Lower Beckleysville Road, Suite H
Hampstead, MD 21074

Re: Farmers and Merchants Bancshares, Inc.
  Registration Statement on Form S-1
Filed  May 12, 2017
  File No.  333-217918

Dear Mr. Bosley :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please  contact Kate Donovan, Staff Attorney, at (202) 551 -8636  with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services
cc: Andrew Bulgin
 Gordon Feinblatt LLC

CORRESP
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[Farmers and Merchants Bancshares, Inc.
Letterhead]

May 17, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:	Ms. Katelyn Donovan

 Re: Farmers and Merchants Bancshares, Inc.

Registration Statement on Form S-1 (File
333-217918)

Request for Acceleration of Effective
Date

Ladies and Gentlemen:

Farmers and Merchants Bancshares, Inc. (the
“Company”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form
S-1 to 10:00 a.m., Eastern Standard Time, on Monday, May 22, 2017, or as soon thereafter as is practicable. Any changes to the
schedule for the effectiveness may be communicated through the Company’s counsel, Andrew Bulgin, Esquire, of Gordon Feinblatt
LLC, The Garrett Building, 233 East Redwood Street, Baltimore, Maryland 21202-3332, at (410) 576-4280 (voice), (410) 576-4196 (facsimile),
or abulgin@gfrlaw.com (e-mail).

The Company hereby acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

    Sincerely yours,

    Farmers and Merchants Bancshares, Inc.

    By:
    /s/ James R. Bosley, Jr.

    James R. Bosley, Jr.

    President and Chief Executive Officer

Mail Stop 4720
April 14, 2017

James R. Bosley, Jr.
President and Chief Executive Officer
Farmers and Merchants Bancshares, Inc.
4510 Lower Beckleysville Road, Suite H
Hampstead, MD 21074

Re: Farmers and Merchants Bancshares, Inc.
 Registration Statement on Form 10
Filed March 8, 2017
File No. 000 -55756

Dear Mr. Bosley :

We have completed our review of your filings .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Christian Windsor

Christian Windsor
Special Counsel
Office of Financial Services
cc: Andrew Bulgin
 Gordon Feinblatt LLC

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[Farmers and Merchants Bancshares, Inc.
Letterhead]

April 7, 2017

VIA EDGAR

Christian Windsor, Esquire

Special Counsel, Office of Financial Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Farmers and Merchants Bancshares, Inc.

    Registration Statement on Form 10

    Filed March 8, 2017

    File No. 000-55756

Dear Mr. Windsor:

On behalf of Farmers and Merchants Bancshares,
Inc. (the “Company”), please find below responses to the comments provided to the Company by the staff of the Commission
(the “Staff”) in a letter dated April 4, 2017 (the “Letter”) relating to the Company’s Registration
Statement on Form 10, filed on March 8, 2017 (the “Registration Statement”). The responses are keyed to the numbering
of the comments in the Letter and appear following the comments which are restated below in italics.

The Company expects to file an Amendment
No. 1 on Form 10/A to the Registration Statement on or about April 10, 2017, which will reflect its responses to the Staff’s
comments set forth herein.

Management’s Discussion and Analysis of Financial Condition

Financial Condition

Loans, page 24

 1. We note your disclosure on page 27 that a nonaccrual loan is returned to current status when the prospects of future contractual
payments are not in doubt. Please tell us and revise future filings to disclose in greater detail how you determine that the prospects
of future contractual payments are not in doubt in order to return a nonaccrual loan to accrual status.

      Christian Windsor, Esquire

April 7, 2017

Page 2

Response:

The Company returns a nonaccrual loan to
accruing status when (i) the loan is brought current with the full payment of all principal and interest arrearages, (ii) all contractual
payments are thereafter made on a timely basis for at least six months, and (iii) management determines, based on a credit review,
that it is reasonable to expect that future payments will be made as and when required by the contract.

The Company will revise the Registration
Statement to disclose this policy and will include that discussion in future filings.

Interest Rate Risk, page 38

 2. We note your Economic Value of Equity analysis presented for both 2015 and 2016. In that simulation it appears that you
are exposed to both an increase as well as a further decrease in interest rates. Please tell us the particular aspects of your
assets and liabilities, including any particular maturity gap, which might cause you to be at risk in both a rising and falling
environment. Consider changes to the Management’s Discussion, as well as the second risk factor on page 13 based on your
response.

Response:

The Company’s loan portfolio accounts
for 78% of its assets and is comprised primarily of loans with interest rates that reset every five years. The investment portfolio
accounts for 13% of the Company’s assets and has a modified duration of 4.5 years. The Company’s deposits are comprised
primarily of checking, savings, and money market accounts and short-term certificates of deposit. Other borrowings have maturities
of three years or less. Because of this structure, the Company is liability-sensitive, meaning that its cost of funds on deposits
and borrowings would rise more quickly than yields on assets in a rising interest rate scenario.

The chart below provides a five-year projection
for net interest income (“NII”) and indicates that NII in rising rate scenarios would decline in comparison to the
base case scenario over the first 15 months and then begin to improve in year two until it exceeded the base case in year four.
The Company’s five-year NII simulation has essentially looked the same for the past seven years.

      Christian Windsor, Esquire

April 7, 2017

Page 3

With respect to a falling rate scenario,
because rates are currently at or near historical lows, the Company believes that the cost of funds cannot fall significantly lower,
but that yields on assets can do so. However, given the current economic conditions, the Company believes that the likelihood of
falling rates is currently low.

In light of the foregoing, the Company believes
that it is not necessary to revise the Management’s Discussion and Analysis of Financial Condition or the second risk factor
on page 13 of the Registration Statement.

Please note that the information presented
under the heading “2016” in the table on page 39 of the Registration Statement, showing changes in NII, is actually
the 2015 information, and the information presented under the heading “2015” is actually the 2016 information. The
Company will revise that table to correct the mistake.

      Christian Windsor, Esquire

April 7, 2017

Page 4

Recent Sales of Unregistered Securities, page 55

 3. Please tell us whether the company has continued to issue shares under its dividend reinvestment plan since the holding
company reorganization. If the company plans to continue to offer the reinvestment plan, please tell us whether you plan to register
the offer and sale of shares under the plan, or provide us with your analysis as to the exemption from registration you plan to
rely on for those sales.

Response:

The Company does not maintain a dividend
reinvestment plan and has not issued any shares of common stock other than to stockholders of Farmers and Merchants Bank (the “Bank”)
in connection with the holding company reorganization (the “Reorganization”). Prior to the Reorganization, the Bank
maintained a dividend reinvestment plan relating to shares of its common stock, but that plan was terminated in connection with
the Reorganization and the Company did not adopt a successor plan.

Once the Company’s Form 10 is effective,
the Company intends to adopt its own dividend reinvestment plan and file a Registration Statement on Form S-1 under the Securities
Act of 1933, as amended, to register the offer and sale of shares under that plan.

Notes to Consolidated Financial Statements

Note 15. Fair Value, page 88

 4. We note your disclosure on page 89 that you have other real estate owned and impaired loans that are based on Level 3 fair
value measurements on a non-recurring basis for the periods presented. Please include information about the valuation technique(s)
and significant unobservable inputs used in the fair value measurement in accordance with ASC 820-10-50-2(bbb). In addition, please
indicate the frequency of appraisals and whether they are conducted by internal or third parties.

Response:

The Company believes that Note 15 to the
consolidated financial statements does include information about the valuation techniques and significant unobservable inputs used
in the fair value measurement. Specifically, that note states, “Since the market for OREO is
not active, OREO subjected to nonrecurring fair value adjustments based on the current appraised value of the real estate are classified
as Level 3.” A similar statement is included for impaired loans. The Company will revise the Registration Statement to provide
the following clarification with respect to the frequency of appraisals and significant unobservable inputs for both OREO and impaired
loans: “The appraised value is obtained annually from an independent third party appraiser and is reduced by expected
sales costs, which has historically been 10% of the appraised value.”

      Christian Windsor, Esquire

April 7, 2017

Page 5

We trust that this letter addresses the
Staff’s comments. If the Staff should have any questions or further comments, please do not hesitate to contact the undersigned
at 410-374-1510 or jim.bosley@farmersandmerchantsbk.com.

The Company hereby acknowledges that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the filing; and

 · the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

    Sincerely yours,

    /s/ James R. Bosley, Jr.

    James R. Bosley, Jr.

    President and Chief Executive Officer

Mail Stop 4720
April 4, 2017

James R. Bosley, Jr.
President and Chief Executive Officer
Farmers and Merchants Bancshares, Inc.
4510 Lower Beckleysville Road, Suite H
Hampstead, MD 21074

Re: Farmers and Merchants Bancshares, Inc.
 Registration Statement on Form 10
Filed March 8, 2017
File No. 000 -55756

Dear Mr. Bosley :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand yo ur
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Condition

Loans, page 24

1. We note your disclosure on page 27 that a nonaccrual loan is returned to current status when
the prospects of future contractual payments are not in doubt.   Please tell us and revise future
filings to disclose in greate r detail how you determine that the prospects of future contractual
payments are not in doubt in order to return a nonaccrual loan to accrual status.

Interest Rate Risk, page 38

2. We note your Economic Value of Equity analysis presented for both 2015 a nd 2016.  In that
simulation it appears that you are exposed to both an increase as well as a further decrease in

James R. Bosley , Jr.
Farmers and Merchants Bancshares, Inc.
April 4, 2017
Page 2

 interest rates.  Please tell us the particular aspects of your assets and liabilities, including any
particular maturity gap, which might caus e you to be at risk in both a rising and falling
environment.  Consider changes to the Management’s Discussion , as well as the second risk
factor on page 13 based on your response.

Recent Sales of Unregistered Securities, page 55

3. Please tell us whether t he company has continued to issue shares under its dividend
reinvestment plan since the holding company reorganization.  If the company plans to
continue to offer the reinvestment plan, please tell us whether you plan to register the offer
and sale of shar es under the plan , or provide us with your analysis as to the exemption from
registration you plan to rely on for those sales.

Notes to Consolidated Financial Statements

Note 15.   Fair Value, page 88

4. We note your disclosure on page 89 that you have othe r real estate owned and impaired loans
that are based on Level 3 fair value measurements on a non -recurring basis for the periods
presented.   Please include information about the valuation technique(s) and significant
unobservable inputs used in the fair v alue measurement in accordance with ASC 820 -10-50-
2(bbb).   In addition, please indicate the frequency of appraisals and whether they are
conducted by internal or third parties.

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.

You may contact Cara Lubit, Staff Accountant,  at (202) 5 51-5909 or H. Stephen Kim,
Assistant Chief Accountant,  at (202) 551 -3291  if you have questions regarding comments on the
financial statements and re lated matters.  Please contact Kate Donovan, Staff Attorney, at
(202) 551 -8636 , or me , at (202) 551 -3419 , with any other questions.

Sincerely,

 /s/ Christian Windsor

Christian Windsor
Special Counsel
Office of Financial Services
cc: Andrew Bulgin
 Gordon Feinblatt LLC