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): ~~September~~January 2523, ~~2017~~ 2018

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~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.~~01.~~405) ~~Entry~~or ~~into~~Rule a12b-2 ~~Material~~of ~~Definitive~~the ~~Agreement~~Securities Exchange Act of 1934 (17 CFR 240.12b-2).

OnEmerging ~~September~~growth ~~25, 2017, Independence Bancshares, Inc. (the “Company”), the holding~~ company for Independence National Bank, Greenville, South Carolina, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Reliance Bancshares, Inc. (“First Reliance”), the holding company for First Reliance Bank, Florence, South Carolina, which provides that, subject to the terms and conditions set forth in the Merger Agreement, the Company will merge with and into First Reliance, with First Reliance as the surviving corporation (the “Merger”). In addition, concurrently with or as soon as practicable following the Merger, Independence National Bank (the “Bank”) will be merged with and into First Reliance Bank. ☐

~~Under~~If ~~the~~an ~~terms~~emerging ~~and~~growth ~~subject to the conditions of the Merger Agreement~~company, atindicate ~~the~~by ~~effective~~check ~~time~~mark ofif the ~~Merger (the~~registrant ~~“Effective~~has ~~Time”),~~elected ~~each~~not ~~outstanding~~to ~~share~~use ~~of common stock, $0.01 par value per share, of~~ the ~~Company~~extended ~~(“Independence~~transition ~~Common~~period ~~Stock”)~~for ~~will~~complying bewith ~~converted~~any ~~into the~~new ~~right~~or torevised ~~receive~~financial ~~cash~~accounting instandards ~~the~~provided ~~amount~~pursuant ~~of $0.125 (the “Per Common Share Merger Price”). Immediately prior~~ to ~~the~~Section ~~Effective Time, each outstanding share of Series A Preferred Stock, $0.01 par value per share, of the Company~~ 13(~~the “Independence Preferred Stock”~~a) ~~will be redeemed for its stated per share redemption price by the payment~~ of ~~cash in~~ the ~~amount~~Exchange ~~of $1,000~~Act. As of September 25, 2017, the Company had 20,502,760 shares of Independence Common Stock outstanding and 8,425 shares of Independence Preferred Stock outstanding. The Merger Agreement also includes provisions that address the treatment of the outstanding equity awards of the Company in the Merger. The parties anticipate closing the Merger during the first quarter of 2018. ☐

~~The~~Item ~~Merger Agreement has been unanimously approved by the boards of directors of each of the Company and First Reliance~~2.01 ~~The~~Completion ~~closing~~ of ~~the~~Acquisition ~~Merger~~or isDisposition ~~subject to the required approval~~ of ~~the~~ ~~Company’s shareholders, requisite regulatory approvals, and other customary closing conditions~~Assets.

~~The~~Effective ~~Merger~~as ~~Agreement contains~~of ~~usual~~January ~~and~~23, ~~customary~~2018, ~~representations~~First ~~and~~Reliance ~~warranties~~Bancshares, ~~that~~Inc. ~~the Company and~~ (“First Reliance”), ~~made~~the toholding ~~each~~company ~~other~~for asFirst ofReliance ~~specific~~Bank, ~~dates.~~Florence, ~~The~~South ~~assertions~~Carolina, ~~embodied in~~completed ~~those~~its ~~representations~~acquisition ~~and~~by ~~warranties~~merger ~~were~~(the ~~made~~“Merger”) ~~solely~~of ~~for~~Independence ~~purposes~~Bancshares, ofInc. (the ~~contract~~ ~~between the~~ “Company ~~and First Reliance~~”), ~~and~~the ~~may~~holding becompany ~~subject~~for toIndependence ~~important qualifications~~National ~~and~~Bank, ~~limitations~~Greenville, ~~agreed~~South toCarolina. byThe ~~the~~Company ~~parties~~merged ~~in connection~~ with ~~negotiating~~ ~~its terms. Moreover, the representations~~ and ~~warranties~~into ~~are~~First ~~subject to~~Reliance, awith ~~contractual~~First ~~standard~~Reliance ofas ~~materiality~~the ~~that~~surviving ~~may~~entity. beThe ~~different~~Merger ~~from~~was ~~what~~completed ~~may~~pursuant ~~be viewed as material~~ to ~~shareholders,~~an ~~and~~Agreement ~~the representations~~ and ~~warranties~~Plan ~~may have~~of ~~been~~Merger ~~used~~dated toSeptember ~~allocate~~25, ~~risk~~2017 ~~between~~ (the ~~Company~~“Merger ~~and First Reliance rather than establishing matters as facts~~Agreement”).

~~The~~Upon the closing of the Merger, ~~Agreement provides~~each ~~certain~~outstanding ~~termination~~share ~~rights~~of ~~for~~common ~~both~~stock, $0.01 par value per share, of the Company ~~and~~(“Independence ~~First~~Common ~~Reliance~~Stock”) ~~and further~~was ~~provides~~converted ~~that~~into athe ~~termination~~right ~~fee~~to receive cash in the amount of $~~500,000~~0.125. ~~will~~Immediately beprior ~~payable~~to by the ~~Company~~ ~~upon~~closing ~~termination~~ of the Merger, ~~Agreement~~each ~~under~~outstanding ~~certain~~share ~~circumstances, including~~of ifSeries ~~the~~A ~~Company~~Preferred orStock, ~~its~~$0.01 ~~board~~par ofvalue ~~directors~~per ~~withdraws~~share, orof ~~modifies~~the ~~or qualifies~~Company in(the a“Independence ~~manner~~Preferred ~~adverse~~Stock”) towas ~~First~~redeemed ~~Reliance,~~for its ~~recommendation~~stated ~~that~~per ~~its shareholders~~share ~~vote~~redemption inprice ~~favor~~by of the ~~Merger~~payment ~~Agreement~~of ~~and~~cash in the ~~transactions contemplated~~amount ~~thereby.~~of $1,000.

The foregoing ~~summary~~description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the ~~complete text~~Merger ~~of such document~~Agreement, which is ~~filed~~attached as Exhibit 2.1 to ~~this~~the ~~Current~~Company’s ~~Report on~~ Form 8-K ~~and which is incorporated herein by reference. The related press release is~~ filed aswith ~~Exhibit~~the ~~99.1~~Securities toand ~~this~~Exchange ~~Current~~Commission ~~Report~~ on ~~Form~~September ~~8-K~~26, ~~and is incorporated herein by reference~~2017.

~~Participants~~Item in3.03 ~~the Merger~~Material ~~Solicitation~~Modifications to Rights to Security Holders.

~~The~~Upon ~~Company~~the ~~and~~closing ~~First Reliance, and certain~~ of ~~their~~the ~~respective directors~~Merger, ~~executive~~each ~~officers~~outstanding ~~and~~share ~~other~~of ~~members~~Independence ofCommon ~~management~~Stock ~~and~~was ~~employees~~converted ~~may be~~into ~~deemed~~the right to bereceive ~~participants~~$0.125 in ~~the~~cash, ~~solicitation~~without ofinterest ~~proxies~~and ~~from~~less ~~the shareholders~~any ofapplicable ~~the~~withholding ~~Company~~taxes. inImmediately ~~respect~~prior ofto the ~~Merger.~~closing ~~Information~~of ~~regarding~~ the ~~directors~~ ~~and~~Merger, ~~executive~~each ~~officers~~outstanding share of ~~the~~Independence ~~Company~~Preferred ~~and~~Stock ~~First~~was ~~Reliance~~redeemed ~~and~~for ~~other persons~~its ~~who~~stated ~~may~~per beshare ~~deemed~~redemption ~~participants~~price inby the ~~solicitation~~payment of ~~the~~cash ~~shareholders of the Company~~ in ~~connection with~~ the ~~Merger~~amount ~~will~~of be$1,000. ~~included~~As described in the ~~proxy statement for the~~ Company’s ~~special~~Current ~~meeting~~Report ofon ~~shareholders,~~Form ~~which will~~8-K be filed byon ~~the~~January ~~Company~~9, ~~with~~2018, the ~~SEC.~~Merger ~~Information~~Agreement ~~about~~was ~~the~~approved ~~Company’s directors~~by ~~and executive officers can also be found in~~ the Company’s ~~Form~~shareholders ~~10-K for~~at the ~~fiscal~~special ~~year~~shareholders’ ~~ended~~meeting ~~December~~held ~~31, 2016, as filed with the SEC~~ on ~~March~~January 249, ~~2017,~~ ~~and~~2018. ~~other~~The ~~documents~~information ~~subsequently~~set ~~filed~~forth byin ~~the~~Item ~~Company with the SEC~~2. ~~Additional~~01 ~~information regarding the interests~~ of ~~such~~this ~~participants~~Current ~~will~~Report ~~be included~~on inForm ~~the~~8-K ~~proxy~~is ~~statement~~incorporated ~~and~~by ~~other~~reference ~~relevant documents regarding the Merger filed with the SEC when they become available~~herein.

Item 5.~~02(e).~~01 ~~Compensatory~~Changes ~~Arrangements~~in Control of ~~Certain Officers~~Registrant.

OnUpon ~~September~~the ~~25,~~closing ~~2017, Lawrence~~of ~~R. Miller,~~ the ~~Chief~~Merger ~~Executive~~effective ~~Officer~~as of ~~the~~January ~~Company~~23, ~~entered~~2018, ~~into~~the ~~an amendment~~Company tomerged ~~his~~with ~~Amended~~ and ~~Restated~~into ~~Employment~~First ~~Agreement~~Reliance ~~with the Company~~ and ~~the~~, ~~Bank~~accordingly, ~~that~~a ~~will~~change ~~become~~in ~~effective~~control ~~upon the consummation~~ of the ~~Mergers.~~Company ~~This amendment provides that Mr~~occurred. ~~Miller’s~~The ~~Amended~~information ~~and~~set ~~Restated~~forth ~~Employment~~in ~~Agreement may~~Item be2.01 ~~terminated effective immediately following a change~~ of ~~control,~~this ~~but~~Current ~~that (subject~~Report toon ~~payment~~Form ~~of severance) a one~~8-~~year~~K ~~restrictive~~is ~~covenant~~incorporated ~~term~~by ~~would then~~reference ~~apply following such change of control~~herein.

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.SIGNATURES

OnPursuant ~~September~~to ~~25, 2017, Martha L. Long,~~ the ~~Chief~~requirements ~~Financial Officer~~ of ~~the Company, and E. Fred Moore,~~ the ~~Chief~~Securities ~~Credit~~Exchange ~~Officer~~Act of ~~the Company~~1934, ~~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~~Registrant ofhas ~~two~~duly ~~years~~caused ~~after the~~this ~~Merger~~report orto ~~one~~be ~~year~~signed ~~following~~on ~~the termination of their service as an employee~~its orbehalf ~~consultant~~by ~~of First Reliance Bank. They will both also be subject to confidentiality obligations during this term, which will become effective upon~~ the ~~consummation~~undersigned ofhereunto ~~the~~duly ~~Mergers~~authorized.

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.


	INDEPENDENCE BANCSHARES, INC.


Dated: January 22, 2018	By:	/s/ Martha L. Long
	Name: Martha L. Long
	Title: Chief Financial Officer

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.