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) ~~December~~September 1525, ~~2016~~2017

Independence Bancshares, Inc.
(Exact name of registrant
as specified in its charter)

South Carolina	333-121485	20-1734180
(State or other	(Commission	(I.R.S. Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

500 East Washington Street, Greenville, South Carolina, 29601

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (864) 672-1776

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 (see General Instruction A.2. below):

☐[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐[X] 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 51.0201. ~~DEPARTURE~~Entry OFinto ~~DIRECTORS~~a ORMaterial ~~CERTAIN~~Definitive ~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.~~Agreement

~~(e)~~ On ~~December~~September 1525, ~~2016~~2017, Independence Bancshares, Inc. (the “Company”), the holding company for Independence National Bank ~~(the “Bank~~,” ~~and together with the Company~~Greenville, ~~the~~South ~~“Employer”)~~Carolina, ~~and~~entered ~~Lawrence~~into ~~R. Miller,~~an ~~the~~Agreement ~~Company’s~~and ~~Interim~~Plan ~~Chief~~of ~~Executive~~Merger ~~Officer and~~ (the ~~Bank’s~~“Merger ~~President~~Agreement”) ~~and~~with ~~Chief Executive~~First ~~Officer~~Reliance Bancshares, ~~entered~~Inc. ~~into a second amendment~~ (~~the~~ “~~Second~~First ~~Amendment~~Reliance”), ~~to his~~the ~~Amended~~holding ~~and~~company ~~Restated~~for ~~Employment~~First ~~Agreement~~Reliance Bank, ~~dated~~Florence, ~~December~~South 10Carolina, ~~2008,~~which ~~as amended~~provides by that, ~~certain~~subject ~~Amendment~~ to the ~~Amended~~terms and ~~Restated Employment~~ ~~Agreement,~~conditions ~~dated~~set ~~December~~forth ~~31,~~in ~~2012 (~~the ~~“Miller~~Merger ~~Employment~~ Agreement~~”). The Second Amendment amends Section 4(a)(vi) of the Miller Employment Agreement to provide that~~, ~~following~~ the ~~occurrence~~Company ofwill amerge ~~Change~~with inand into ~~Control~~First Reliance, ~~the~~with ~~Agreement also~~First ~~may~~Reliance beas ~~terminated by~~ the ~~Employer~~surviving ~~without~~corporation ~~Cause upon delivery of a Notice~~(the ~~of Termination to Mr~~“Merger”). ~~Miller.~~In ~~Previously~~addition, ~~Section~~concurrently ~~4(a)(vi)~~with ~~provided~~or ~~that, following~~as ~~the~~soon ~~occurrence~~as ofpracticable afollowing the ~~Change in Control~~Merger, ~~the~~Independence ~~Miller~~National ~~Employment~~Bank ~~Agreement could~~(the ~~only~~“Bank”) will be ~~terminated~~merged bywith ~~Mr.~~and ~~Miller for Good Reason upon delivery of a Notice~~into ofFirst ~~Termination~~Reliance ~~to the Employer~~Bank.

InUnder ~~addition,~~ the ~~Second Amendment~~terms ~~further~~and ~~amends~~subject to ~~Section~~the ~~4(a)(vi)(2)~~conditions of the ~~Miller~~Merger ~~Employment~~ Agreement to, ~~eliminate~~at the ~~Employer’s~~effective ~~obligations~~time toof ~~continue~~the Merger (the ~~medical,~~“Effective ~~life~~Time”), ~~disability,~~ oreach ~~benefits~~outstanding toshare ~~Mr.~~of ~~Miller,~~common ~~his dependents~~stock, ~~and~~$0.01 ~~beneficiaries~~par ~~for a~~value ~~period~~per share, of ~~two~~the ~~years~~Company ~~following~~(“Independence aCommon ~~Change~~Stock”) inwill ~~Control,~~be inconverted ~~favor of a provision~~into ~~allowing~~the ~~Mr.~~right ~~Miller~~ to ~~continue~~receive ~~participation,~~cash in ~~accordance with~~ the ~~terms~~amount of ~~the~~ ~~applicable~~$0.125 ~~benefits~~(the ~~plans,~~“Per inCommon ~~the~~Share ~~Employer’s~~Merger Price”). ~~group~~Immediately ~~health~~prior ~~plan~~to ~~pursuant~~the ~~to plan~~Effective ~~continuation~~Time, ~~rules~~each ~~under~~outstanding ~~the~~share ~~Consolidated~~of Series ~~Omnibus~~A ~~Budget~~Preferred ~~Reconciliation~~Stock, ~~Act (“COBRA”)~~$0.01 ~~The~~par ~~Second~~value ~~Amendment~~per ~~also~~share, ~~adds~~of ~~Section~~the 4Company (~~a)(vi)(6)~~the “Independence toPreferred ~~require~~Stock”) ~~that Mr.~~will ~~Miller~~be ~~terminate~~redeemed ~~his~~for ~~membership~~its instated ~~the~~per ~~Thornblade~~share redemption ~~Club~~price ~~upon~~by ~~his~~the ~~termination~~ payment of ~~employment~~cash ~~following~~in athe ~~Change~~amount inof ~~Control~~$1,000. InAs ~~connection~~of ~~therewith~~September 25, 2017, the ~~Employer~~ ~~will~~Company ~~pay~~had to20,502,760 ~~Mr.~~shares ~~Miller,~~of ~~within~~Independence 15Common ~~days~~Stock outstanding ofand ~~the~~8,425 ~~date~~shares of ~~his~~Independence ~~termination, a~~Preferred ~~lump~~Stock ~~sum~~outstanding. ~~amount~~The Merger ~~equal~~Agreement toalso ~~the~~includes ~~twelve~~provisions ~~required~~that ~~monthly~~address ~~payments~~the ~~relating~~treatment toof ~~such~~the ~~membership~~outstanding ~~termination.~~equity Aawards ~~copy~~ of the ~~Second~~Company ~~Amendment~~in isthe ~~attached~~Merger. ~~hereto~~The asparties anticipate ~~Exhibit~~closing ~~10.1~~the ~~and~~Merger ~~incorporated~~during ~~herein~~the byfirst ~~reference~~quarter of 2018.

~~Also,~~The onMerger ~~December~~Agreement ~~15, 2016,~~has ~~the~~been ~~Employer~~unanimously ~~and~~approved ~~Schaefer~~by ~~M. Carpenter,~~ the ~~Company’s~~boards ~~and~~of ~~the~~directors ~~Bank’s~~of ~~Retail Banking~~each ~~Director,~~of ~~entered into an amendment (~~the ~~“Amendment”)~~Company ~~to his Amended~~ and ~~Restated~~First ~~Employment~~Reliance. ~~Agreement,~~The ~~dated~~closing ~~December 10, 2008 (the “Carpenter Employment Agreement”), which amends Section 4(g)~~ of the ~~Carpenter~~Merger ~~Employment Agreement~~is subject to ~~provide that, following~~ the ~~occurrence~~required ofapproval ~~a Change in Control, the~~of ~~Agreement also may be terminated by~~ the ~~Employer~~Company’s ~~without Cause upon delivery of a Notice of Termination to Mr. Carpenter. Previously~~shareholders, ~~Section~~requisite ~~4(g)~~regulatory ~~provided that~~approvals, ~~following~~and ~~the~~other ~~occurrence of a Change in Control, the Carpenter Employment~~customary ~~Agreement~~closing ~~could only be terminated by Mr~~conditions. ~~Carpenter for Good Reason upon delivery of a Notice of Termination to the Employer.~~

InThe ~~addition,~~Merger ~~the Amendment~~Agreement ~~further~~contains ~~amends~~usual ~~Section~~and ~~4(g)~~customary ofrepresentations ~~the~~and ~~Carpenter~~warranties ~~Employment~~that ~~Agreement~~the toCompany ~~eliminate~~and ~~the~~First ~~Employer’s~~Reliance ~~obligations~~made to ~~continue~~each ~~the~~other ~~medical,~~as ~~life,~~of ~~disability,~~specific ~~or benefits~~dates. toThe ~~Mr.~~assertions ~~Carpenter,~~embodied in ~~his~~those ~~dependents,~~representations and ~~beneficiaries~~warranties ~~for~~were amade ~~period~~solely for purposes of ~~two~~the ~~years~~contract ~~following~~between athe ~~Change~~Company inand ~~Control~~First Reliance, inand ~~favor~~may ofbe asubject ~~provision~~to ~~allowing Mr.~~important ~~Carpenter~~qualifications and limitations agreed to ~~continue~~by ~~participation,~~the parties in ~~accordance~~connection with negotiating ~~the~~its terms. ofMoreover, the representations and warranties are subject ~~applicable~~to ~~benefits~~a ~~plans,~~contractual instandard ~~the~~of ~~Employer’s~~materiality ~~group~~that ~~health~~may ~~plan~~be ~~pursuant~~different tofrom ~~plan~~what may be ~~continuation~~viewed ~~rules~~as ~~under~~material ~~the~~to ~~Consolidated~~shareholders, ~~Omnibus~~and ~~Budget~~the ~~Reconciliation~~representations ~~Act~~and warranties may ~~(“COBRA”).~~have Abeen ~~copy~~used ofto ~~the~~allocate ~~Amendment~~risk isbetween ~~attached~~the ~~hereto~~Company asand ~~Exhibit~~First ~~10.2~~Reliance ~~and~~rather ~~incorporated~~than ~~herein~~establishing bymatters ~~reference.~~as facts.

~~Item~~The ~~9.01.~~Merger ~~FINANCIAL~~Agreement provides ~~STATEMENTS~~certain ~~AND~~termination ~~EXHIBITS~~rights for both the Company and First Reliance and further provides that a termination fee of $500,000 will be payable by the Company upon termination of the Merger Agreement under certain circumstances, including if the Company or its board of directors withdraws or modifies or qualifies in a manner adverse to First Reliance, its recommendation that its shareholders vote in favor of the Merger Agreement and the transactions contemplated thereby.

~~(d)~~The foregoing summary of ~~Exhibits~~the Merger Agreement is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference. The related press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

10.1		Second Amendment to the Amended and Restated Employment Agreement between Independence Bancshares, Inc., Independence National Bank, and Lawrence R. Miller, dated December 15, 2016.
10.2		Amendment to the Amended and Restated Employment Agreement between Independence Bancshares, Inc., Independence National Bank, and Schaefer M. Carpenter, dated December 15, 2016.

Participants in the Merger Solicitation.

~~SIGNATURES~~The Company and First Reliance, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in respect of the Merger. Information regarding the directors and executive officers of the Company and First Reliance and other persons who may be deemed participants in the solicitation of the shareholders of the Company in connection with the Merger will be included in the proxy statement for the Company’s special meeting of shareholders, which will be filed by the Company with the SEC. Information about the Company’s directors and executive officers can also be found in the Company’s Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on March 24, 2017, and other documents subsequently filed by the Company with the SEC. Additional information regarding the interests of such participants will be included in the proxy statement and other relevant documents regarding the Merger filed with the SEC when they become available.

~~Pursuant~~Item to5.02(e). ~~the~~Compensatory ~~requirements~~Arrangements of ~~the~~Certain ~~Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Officers.

		INDEPENDENCE BANCSHARES, INC.
Dated:	December 15, 2016	By:	/s/ Martha L. Long
		Name: Martha L. Long
		Title: Chief Financial Officer

On September 25, 2017, Lawrence R. Miller, the Chief Executive Officer of the Company, entered into an amendment to his Amended and Restated Employment Agreement with the Company and the Bank that will become effective upon the consummation of the Mergers. This amendment provides that Mr. Miller’s Amended and Restated Employment Agreement may be terminated effective immediately following a change of control, but that (subject to payment of severance) a one-year restrictive covenant term would then apply following such change of control.

The above is a summary of the amendment to the Amended and Restated Employment Agreement and is qualified by reference in its entirety to this amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On September 25, 2017, Martha L. Long, the Chief Financial Officer of the Company, and E. Fred Moore, the Chief Credit Officer of the Company, each entered into an a non-solicitation agreement with First Reliance that will prohibit them from recruiting employees and soliciting customers of First Reliance until the later of two years after the Merger or one year following the termination of their service as an employee or consultant of First Reliance Bank. They will both also be subject to confidentiality obligations during this term, which will become effective upon the consummation of the Mergers.

The above are summaries of the Non-Solicitation Agreements with Ms. Long and Mr. Moore and are qualified by reference in their entirety to the agreements, which are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 25, 2017, the Company’s board of directors approved an Amendment to its Amended and Restated bylaws (the “Amendment”) to add Article 9, which requires that certain types of actions, including certain actions brought against the Company or its directors or officers, be brought in South Carolina courts. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 8.01. Other Events

On September 25, 2017, the Company and First Reliance issued a joint press release announcing the execution of the Merger Agreement. The complete text of the joint press release is attached to this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 25, 2017, by and among First Reliance Bancshares, Inc., FR Merger Subsidiary, Inc., and the Company
3.1		Amendment to Amended and Restated Bylaws of the Company, dated as of September 25, 2017
10.1		Amendment to Amended and Restated Employment Agreement, dated as of September 25, 2017, by and among the Company, the Bank and Lawrence R. Miller
10.2		Non-Solicitation Agreement, dated as of September 25, 2017, by and between First Reliance Bancshares, Inc. and Martha L. Long
10.3		Non-Solicitation Agreement, dated as of September 25, 2017, by and between First Reliance Bancshares, Inc. and E. Fred Moore
99.1		Press release dated September 25, 2017 announcing the Merger Agreement

Cautionary Statements Regarding Forward-Looking Information.

This Current Report contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.

Factors that could cause or contribute to such differences include, but are not limited to, the possibility that expected benefits may not materialize in the time frames expected or at all, or may be more costly to achieve; that the Merger may not be timely completed, if at all; that prior to completion of the Merger or thereafter, the parties’ respective businesses may not perform as expected due to transaction-related uncertainties or other factors; that the parties are unable to implement successful integration strategies; that the required regulatory, shareholder, or other closing conditions are not satisfied in a timely manner, or at all; reputational risks and the reaction of the parties’ customers to the Merger; diversion of management time to Merger-related issues; and other factors and risk influences contained in the cautionary language included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2016 and other documents subsequently filed by the Company with the SEC. Consequently, no forward-looking statement can be guaranteed. Neither the Company nor First Reliance undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this Current Report on Form 8-K, the exhibits hereto or any related documents, the Company and First Reliance claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Additional Information and Where to Find It.

This communication is being made in respect of the Merger involving the Company and First Reliance. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the Merger, Independence will file with the Securities and Exchange Commission (the “SEC”) a proxy statement for the shareholders of the Company. The Company will mail the final proxy statement to its shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The proxy statement, as well as other filings containing information about the Company, will be available without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement and other documents filed with the SEC in connection with the Merger can also be obtained, when available, without charge, from the Company’s website (https://www.independencenb.com/).

SIGNATURES

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

	INDEPENDENCE BANCSHARES, INC.


Dated: September 25, 2017	By:	/s/ Lawrence R. Miller
	Name: Lawrence R. Miller
	Title: Interim Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number		Description
2.1		Agreement and Plan of Merger, dated as of September 25, 2017, by and among First Reliance Bancshares, Inc., FR Merger Subsidiary, Inc., and the Company
3.1		Amendment to Amended and Restated Bylaws of the Company, dated as of September 25, 2017
10.1		Amendment to Amended and Restated Employment Agreement, dated as of September 25, 2017, by and among the Company, the Bank and Lawrence R. Miller
10.2		Non-Solicitation Agreement, dated as of September 25, 2017, by and between First Reliance Bancshares, Inc. and Martha L. Long
10.3		Non-Solicitation Agreement, dated as of September 25, 2017, by and between First Reliance Bancshares, Inc. and E. Fred Moore
99.1		Press release dated September 25, 2017 announcing the Merger Agreement

Filing Compare · Independence Bancshares, Inc.