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 129, 2022

~~Sunnyside~~Vecta ~~Bancorp,~~ Inc.

(Exact name of registrant as specified in its charter)

Maryland

000-55005

46-3001280

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

56 Main Street, Irvington, New York		10533
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (914) 591-8000

(Former Name or Former Address, if Changed Since Last Report): N/A

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)

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Securities~~Item ~~registered~~1.01. ~~pursuant~~Entry toInto ~~Section~~a ~~12(b)~~Material ofDefinitive ~~the Act:~~Agreement.

~~Title~~On June 29, 2022, Vecta Inc. (f/k/a Sunnyside Bancorp, Inc.) (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with its sole shareholder, Vecta Partners LLC, a Delaware limited liability company (“Shareholder”), pursuant to which Shareholder purchased 222,222 shares of ~~each~~common ~~class~~stock ~~Trading~~of ~~Symbol~~the Company, par value $0.01 per share (sthe “Subscription Shares”), at ~~Name~~$20.25 per share for total aggregate gross proceeds of ~~each~~$4,500,000 ~~exchange~~in ona ~~which~~private ~~registered~~placement ~~None~~(the “Sale”). Shareholder is an accredited investor and there were no underwriting discounts or commissions paid in the Sale. Mark M. Silber, a member of our board of directors, is the sole member of Shareholder.

~~Item~~The 2foregoing description of the Subscription Agreement is not complete and is subject to and qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 10.011 hereto and the terms of which are incorporated by reference herein. ~~Completion~~The Subscription Agreement attached hereto is not intended to provide any other information about the Company or the Shareholder and their respective affiliates. The representations, warranties and covenants contained in the Subscription Agreement were made only for purposes of ~~Acquisition~~that agreement, are solely for the benefit of the parties to the Subscription Agreement and may be subject to limitations agreed upon by the contracting parties. Persons other than the parties to the Subscription Agreement should not rely on the representations, warranties or ~~Disposition~~covenants or any description thereof as characterizations of ~~Assets~~the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Subscription Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

OnItem June 1, 2022 (the “Closing Date”), Vecta Partners LLC (formerly known as Rhodium BA Holdings LLC), a Delaware limited liability company (“Vecta Partners”), completed the previously announced acquisition of Sunnyside Bancorp, Inc3., a Maryland corporation (the “Company”), pursuant to the Agreement and Plan of Merger, dated as of June 16, 2021, as amended on August 26, 2021 (the “Merger Agreement”), by and among Vecta Partners, Rhodium BA Merger Sub, Inc02., aUnregistered ~~Maryland~~Sales ~~corporation (“Merger Sub”), Mark Silber, the Company, and Sunnyside Federal Savings and Loan Association~~ of ~~Irvington,~~Equity ~~a federally-chartered savings and loan association and the wholly-owned subsidiary of the Company (“Sunnyside Federal”)~~Securities. Pursuant to the Merger Agreement and subject to the terms and conditions thereof, on the Closing Date, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Vecta Partners.

~~Pursuant~~The toinformation ~~the~~provided ~~Merger~~in ~~Agreement~~Item ~~and~~1.01 ~~by virtue~~ of ~~the~~this ~~Merger,~~Current atReport ~~the~~on ~~effective~~Form ~~time~~8-K ofis ~~the~~hereby ~~Merger~~incorporated ~~(the~~by ~~“Effective~~reference ~~Time”),~~in ~~each~~this ~~share of~~Item ~~common stock, par value $0~~3.0102. ~~per~~The ~~share,~~Subscription Shares ~~of the Company (“Common Stock”)~~ issued ~~and~~pursuant ~~outstanding immediately prior~~ to the ~~Effective~~ ~~Time~~Subscription ~~(other~~Agreement ~~than~~were ~~shares~~not ~~held~~registered byunder ~~OppCapital Associates LLC, an affiliate of Vecta Partners, as well as shares in trust accounts, managed accounts and~~ the ~~like~~Securities ~~for~~Act ~~the benefit~~ of ~~customers~~1933, or as aamended ~~result of debts previously contracted) was converted into the right to receive $20.25 in cash, without interest~~ (the “~~Merger Consideration~~Securities Act”)~~. At the Effective Time~~, ~~with~~and ~~the exception of certain employee stock ownership plan loans that~~ were ~~satisfied~~issued ~~prior~~in toreliance on the ~~Effective~~exemption ~~Time,~~from ~~there~~registration ~~were~~requirements nothereof ~~options,~~provided ~~warrants~~by orSection ~~other~~4(a)(2) similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock options, stock-based performance units, agreements, arrangements, commitments, or understandings, in each case, to which Company or any of ~~its~~the ~~subsidiaries~~Securities ~~is a party~~Act.

~~The~~Item ~~foregoing~~5.03 ~~description~~Amendments ~~of the Merger and the Merger Agreement and the transactions contemplated thereby do not purport~~ to beArticles ~~complete and is subject to and qualified in its entirety by reference to the full text~~ of ~~the~~Incorporation ~~Merger~~or ~~Agreement,~~Bylaws; ~~which~~Change was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 16, 2021, as amended by the amendment filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 26, 2021, and which is incorporated by reference in ~~this~~Fiscal ~~Item 2~~Year.~~01.~~

~~Vecta~~Change ~~Partners~~of ~~used~~Corporate ~~cash on hand to finance the Merger.~~Name

~~Item~~Effective 3July 18, 2022, the Company amended its charter to change its name from Sunnyside Bancorp, Inc to Vecta Inc.~~01.~~ ~~Notice~~The ofname ~~Delisting~~change orwas ~~Failure~~effected pursuant to ~~Satisfy~~Articles aof ~~Continued~~Amendment ~~Listing~~to ~~Rule~~the orcharter ~~Standard;~~of ~~Transfer~~the Company (the “Amendment”), which were filed with the Maryland State Department of ~~Listing~~Assessments and Taxation on July 18, 2022. A copy of the Amendment is attached hereto as Exhibit 3.1.

InIncrease ~~connection~~in ~~with~~ the ~~Merger,~~Number ~~the Common Stock~~ of ~~the~~Authorized ~~Company ceased being quoted on the OTC Pink Marketplace.~~Shares

~~Item~~The 3Amendment, effective as of July 18, 2022, also (i) increased the total number of authorized shares of capital stock of the Company from 31,000,000 shares to 102,000,000 shares, (ii) increased the total number of shares of common stock of the Company, par value $0.~~03.~~01 ~~Material~~per share, ~~Modification~~from 30,000,000 shares to ~~Rights~~100,000,000 shares, and (iii) increased the total number of ~~Security~~shares ~~Holders~~designated as preferred stock of the Company, par value $0.01 per share, from 1,000,000 shares to 2,000,000 shares.

The ~~information~~foregoing ~~contained~~description inof ~~Item~~the ~~2.01~~Amendment is subject to and ~~Item~~qualified ~~5.01~~in ofits ~~this~~entirety ~~Current~~by ~~Report~~reference onto ~~Form~~the ~~8-K~~Amendment, isa ~~incorporated~~copy byof ~~reference~~the ~~into~~which is ~~this~~attached ~~Item~~hereto as Exhibit 3.031.

Item 5.01. Changes in Control of Registrant.

The information contained in Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger on the Effective Date, June 1, 2022, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of Vecta Partners. Vecta Partners used cash on hand to finance the Merger.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure and Appointment of Directors

In connection with the Merger, each of the following directors of the Company resigned and ceased to be a director of the Company (and corresponding committees as indicated) upon the Effective Time: Timothy D. Sullivan, Gerardina Mirtuono, Deborah J. Elliot (Compensation Committee, Audit Committee), William Boeckelman (Compensation Committee, Audit Committee, Nominating Committee), and Walter Montgomery (Compensation Committee, Audit Committee, Nominating Committee).

Pursuant to the Merger Agreement, upon the Effective Time, the following individuals became directors of the Company: Mark Silber, Robert Geyer, Joseph Mormak, John Leo, and Fredrick Schulman. Mr. Schulman was appointed to serve as Chairman of the Board. Committee members will be appointed pursuant to the committee charters adopted by the Board of Directors.

For their service on the Board of Directors of the Company, each of Messrs. Silber, Geyer, Mormak, and Leo will receive compensation as a director in accordance with the Company’s non-employee director compensation practices described under the “Director Fees” section of Item 11 (Executive Compensation) of Amendment No. 1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 27, 2022.

There is no arrangement or understanding between Messrs. Silber, Geyer, Mormak, Leo, and Schulman and any other person pursuant to which any of the forgoing were appointed as a director. Messrs. Silber, Geyer, Mormak, Leo, and Schulman do not have a direct or indirect material interest in any other transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Departure and Appointment of Officers

In connection with the Merger, as of the Effective Time, Timothy D. Sullivan, the President and Chief Executive Officer of the Company immediately prior to the Effective Time, resigned and ceased to be an officer of the Company. Upon the Effective Time, Mr. Schulman was appointed as President and Chief Executive Officer of the Company and Mr. Leo was appointed as Secretary and Treasurer of the Company.

Fredrick Schulman has over 35 years of experience as an investment banker, business and real estate principal, and attorney, and has developed substantial expertise in corporate, commercial, and real estate finance. Mr. Schulman was the former Chairman of the Board for New Bank, a profitable and successful community bank in the New York City marketplace specializing in small business lending solutions. New Bank received the U.S. Small Business Administration’s Pinnacle Award, the highest award issued by the Small Business Administration, for the past nine consecutive years. Mr. Schulman is also a Managing Partner of Rhodium Capital Advisors, a New York-based fully integrated real estate investment firm with a primary focus on the preservation, acquisition, and management of affordable housing across the United States. No compensation agreement or arrangement has been entered into with Mr. Schulman in connection with his appointment. The Board may enter into a compensation agreement or arrangement with Mr. Schulman, and/or award such other cash and/or equity incentive compensation to Mr. Schulman in the future as it determines to be appropriate for the services that Mr. Schulman is providing to the Company.

Mr. Schulman has no family relationships that require disclosure pursuant to Item 401(d) of Regulation S-K and has not been involved in any transactions that require disclosure pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Schulman and any other person pursuant to which Mr. Schulman was named President and Chief Executive Officer of the Company.

Item 7.01. Regulation FD Disclosure.

On June 2, 2022, the Company issued a press release announcing the completion of the Merger, described above in Item 2.01. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

The information included in this Current Report on Form 8-K under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of June 16, 2021, by and among Rhodium BA Holdings LLC, Rhodium BA Merger Sub, Inc., Mark Silber, Sunnyside Bancorp, Inc. and Sunnyside Federal Savings and Loan Association of Irvington (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company on June 16, 2021).
3.1		Articles of Amendment to the Company’s Charter
2.2		Amendment, dated as of August 26, 2021, to the Agreement and Plan of Merger, dated as of June 16, 2021, by and among Rhodium BA Holdings LLC, Rhodium BA Merger Sub, Inc., Mark Silber, Sunnyside Bancorp, Inc. and Sunnyside Federal Savings and Loan Association of Irvington (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company on August 26, 2021).
10.1		Subscription Agreement, dated June 29, 2022, between the Company and Vecta Partners LLC.
99.1		Press Release, dated June 2, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	SUNNYSIDE BANCORP, INC.
	VECTA INC.
Dated: June 3, 2022	By:	/s/ Fredrick Schulman
Dated: July 21, 2022	By:	/s/ Fredrick Schulman
	Name:	Fredrick Schulman
	Title:	Chairman, President and Chief Executive Officer

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