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): June 2124, 2016

___________

MONARCH FINANCIAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Virginia (State or other jurisdiction of incorporation)	001-34565 (Commission File Number)		20-4985388 (I.R.S. Employer Identification No.)

1435 Crossways Boulevard Chesapeake, Virginia (Address of principal executive offices)		23320 (Zip Code)

Registrant's telephone number, including area code: (757) 389-5111

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:

☐ 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))

Item 52.0701 Completion ~~Submission~~ of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

Effective June 24, 2016, Monarch Financial Holdings, Inc. (the "Company") ~~held~~completed aits ~~Special~~previously ~~Meeting~~announced ofmerger ~~Shareholders on June 21, 2016~~ (the "~~Special Meeting~~Merger"). Atwith ~~the Special Meeting~~TowneBank, ~~the~~pursuant ~~following matters were submitted~~ to ~~a vote of~~ the ~~Company's shareholders: (i) a proposal to approve the~~ Agreement and Plan of Reorganization, dated as of December 16, 2015, by and among TowneBank, the Company and Monarch Bank, ~~including~~ (the ~~related~~"Merger ~~Plan~~Agreement"). At ~~of Merger~~closing, ~~pursuant to which~~ the Company and its wholly-owned subsidiary, Monarch Bank, ~~will~~ each ~~merge~~merged with and into TowneBank, ~~(the~~with ~~"merger~~TowneBank ~~agreement~~as ~~proposal");~~the ~~(ii)~~surviving company. As a ~~proposal~~result toof ~~approve an amendment to~~ the ~~Company's~~Merger, ~~articles~~and ofpursuant ~~incorporation~~ to ~~facilitate~~ the ~~merger~~terms ~~of TowneBank, the Company~~ and ~~Monarch~~conditions ~~Bank~~of (the ~~"articles~~Merger ~~amendment proposal"); (iii) a proposal to approve~~Agreement, ineach ashare ~~non-binding~~of ~~advisory~~the ~~vote,~~Company's ~~certain~~common ~~compensation~~stock ~~that~~was ~~may~~converted ~~become~~into ~~payable to~~ the ~~Company's~~right ~~named~~to ~~executive~~receive ~~officers~~0.8830 inshares ~~connection~~of ~~with~~TowneBank ~~the~~common ~~merger~~stock (the "~~compensation~~Merger ~~proposal~~Consideration");. In ~~and~~addition, ~~(iv) a proposal to adjourn~~ the ~~meeting,~~vesting ifof ~~necessary~~all orrestricted ~~appropriate,~~stock toawards ~~permit further solicitation~~ of ~~proxies in~~ the ~~event~~Company ~~there~~accelerated ~~are~~upon ~~not~~consummation ~~sufficient votes at the time~~ of the ~~meeting to approve the merger agreement proposal and/or articles amendment proposal~~Merger.

The ~~voting~~foregoing ~~results~~description ~~for~~of ~~each~~the ~~proposal~~Merger ~~are~~Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as ~~follows:~~Exhibit 2.1.

1Item 3.01 ToNotice ~~approve the Agreement and Plan~~ of ~~Reorganization,~~Delisting ~~dated~~or asFailure ofto ~~December~~Satisfy ~~16,~~a ~~2015,~~Continued byListing ~~and~~Rule ~~among~~or ~~TowneBank,~~Standard; ~~the~~Transfer ~~Company and Monarch Bank, including the related Plan~~ of ~~Merger, pursuant to which the Company and Monarch Bank will each merge with and into TowneBank:~~Listing.

For	Against	Abstain	Broker Non-Vote
[9,344,394.197131]	[51,815.151380]	[8,317]	[0]

In connection with the closing of the Merger, the Company notified the Nasdaq Stock Market ("Nasdaq") on June 24, 2016 that, at the effective time of the Merger, each share of the Company's common stock issued and outstanding immediately prior to such time, was automatically cancelled and converted into the right to receive the Merger Consideration. On June 24, 2016, the Company requested Nasdaq to promptly file with the Securities and Exchange Commission (the "SEC") a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to delist and deregister the shares of the Company's common stock. Upon effectiveness of such Form 25, the Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting that the shares of the Company's common stock be deregistered and that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

2Item 3.03 Material ToModification ~~approve an amendment~~ to ~~the~~Rights ~~Company's articles~~ of ~~incorporation~~Security ~~to facilitate the merger of TowneBank, the Company and Monarch Bank~~Holders.

For	Against	Abstain	Broker Non-Vote
[9,344,692.392516]	[51,516.955995]	[8,317]	[0]

The disclosure set forth under Items 2.01 and 3.01 is incorporated by reference into this Item 3.03.

3Item 5.01 Changes ~~To approve,~~ in aControl ~~non-binding~~of ~~advisory vote, certain compensation that may become payable to the Company's named executive officers in connection with the merger~~Registrant.

For	Against	Abstain	Broker Non-Vote
[7,902,550.030174]	[1,402,489.587717]	[99,486.730620]	[0]

On June 24, 2016, pursuant to the terms of the Merger Agreement, TowneBank completed the acquisition of the Company through the merger of the Company and Monarch Bank with and into TowneBank, with TowneBank continuing as the surviving corporation. As a result of the Merger, each share of the Company's common stock issued and outstanding immediately prior to such time was automatically cancelled and converted into the right to receive the Merger Consideration.

4. To adjourn the meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the merger agreement proposal and/or articles amendment proposal.

For	Against	Abstain	Broker Non-Vote
[9,147,818.120510]	[233,706.914878]	[23,001.313123]	[0]

Each of the proposals received the necessary votes to be approved and therefore, no adjournment of the Special Meeting was required to solicit additional votes. Accordingly, the merger agreement proposal, articles amendment proposal and compensation proposal have been approved.

Item 8.01. Other Events

On June 2127, 2016, the Company and TowneBank issued a joint press release announcing the ~~results~~closing of the ~~Special Meeting and TowneBank's special meeting of stockholders, also held on June 21, 2016~~Merger. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
	Exhibit No.	Description of Exhibit
	99.1	Press release dated June 21, 2016.

(d) Exhibits.

	Exhibit No.	Description

	2.1	Agreement and Plan of Reorganization, dated as of December 16, 2015, by and among TowneBank, Monarch Financial Holdings, Inc. and Monarch Bank (attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on December 22, 2015, and incorporated herein by reference).

	99.1	Press release dated June 27, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MONARCH FINANCIAL HOLDINGS, INC.
	TOWNEBANK
	(Registrant)
	(as successor to Monarch Financial Holdings, Inc.)
Date: June 22, 2016	By:	/s/ Lynette P. Harris
June 29, 2016	By:	/s/ Clyde E. McFarland, Jr.
		Lynette P. Harris
		Clyde E. McFarland, Jr.
		Executive Vice President, Chief Financial Officer and Secretary
		Senior Executive Vice President
		and Chief Financial Officer

EXHIBIT INDEX

	Exhibit No.	Description ~~of Exhibit~~
	99.1	Press release dated June 21, 2016.
	2.1	Agreement and Plan of Reorganization, dated as of December 16, 2015, by and among TowneBank, Monarch Financial Holdings, Inc. and Monarch Bank (attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on December 22, 2015, and incorporated herein by reference).
	99.1	Press release dated June 27, 2016.

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