Four Oaks Bank & Trust (fka FOFN)

[Enterprising Investor]

Form S-1/A (6/10/14)

We are distributing, at no charge, to holders of our common stock, par value $1.00 per share, non-transferable subscription rights to purchase up to an aggregate of 26,633,385 shares of our common stock, which we refer to as the rights offering. You will receive one subscription right for each share of common stock you own as of 5:00 p.m., Eastern Time, on June 16 , 2014. Each subscription right will entitle you, as a holder of our common stock, to purchase three shares of common stock at a subscription price of $1.00 per share, which we refer to as the basic subscription privilege. As of the close of business on June 9 , 2014, 8,877,795 shares of our common stock were issued and outstanding.

If you fully exercise your basic subscription privilege, you will not experience any dilution in the percentage of our outstanding shares of common stock that you own immediately after the completion of the offering. You may also subscribe for additional shares, which we refer to as the oversubscription privilege, for pro rata allocation in the event that not all available shares are purchased pursuant to the shareholders’ basic subscription privilege or by the standby investor (described below). However, the oversubscription privilege will only be offered for an aggregate number of shares that, when combined with the number of shares purchased pursuant to the shareholders’ basic subscription privilege and by the standby investor, does not exceed 24,000,000 shares. If we accept your subscription pursuant to your oversubscription privilege, then in all circumstances the percentage of our outstanding shares that you own immediately after the offering will be higher than it was before the offering. Purchases of shares pursuant to the rights offering are also subject to certain other limitations described in this prospectus.

Subscription rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on July 31 , 2014, unless we extend the rights offering period for up to 30 days until August 30 , 2014. You should carefully consider whether to exercise your subscription rights before the expiration of the rights offering. All exercises of subscription rights are irrevocable. Our board of directors makes no recommendation regarding your exercise of the subscription rights.

We are not requiring an overall minimum subscription to complete the rights offering. However, we reserve the right to amend or cancel the rights offering at any time. Registrar and Transfer Company, our subscription agent for the rights offering, will hold all funds it receives in an escrow account until completion of the rights offering. If we decide to extend, amend or modify the terms of the right offering for any reason, subscriptions received prior to such extension, amendment or modification will remain irrevocable. If we cancel the rights offering, all subscription funds will be returned promptly, without interest or penalty.

This is not an underwritten offering. The rights are being offered directly by us without the services of an underwriter or selling agent.

To facilitate the rights offering, we have entered into a securities purchase agreement, or the Securities Purchase Agreement, with Kenneth R. Lehman, a private investor, whom we refer to as the standby investor. The standby investor has agreed to purchase from us, and we have agreed to sell to him, for $1.00 per share, the lesser of (i) 10,000,000 shares of common stock, (ii) if the rights offering is completed, all shares of common stock not purchased by shareholders exercising their basic subscription privilege, and (iii) the maximum number of shares that he may purchase without causing an “ownership change” under Section 382(g) of the Internal Revenue Code of 1986, as amended, or the Code ( 49.99% of all shares of common stock outstanding at the completion of the offering). In addition, the Securities Purchase Agreement provides the standby investor a right of first refusal to purchase an additional 6,000,000 shares subject to the limitations outlined in clauses (ii) and (iii) above. For a description of the minimum and maximum number of shares that may be purchased by the standby investor, which is dependent on the success of the rights offering, please see the section of this prospectus entitled "The Securities Purchase Agreement."

We refer to the issuance to the standby investor as the standby offering, and we refer to the rights offering and the standby offering together as the offering.

http://www.sec.gov/Archives/edgar/data/1040799/000104079914000016/s-1registrationstatementam.htm