Item 1.02 Termination of a Material Definitive Agreement

As previously disclosed, on December 12, 2022, Quaint Oak Bancorp, Inc. (the "Company") entered into a Stock Purchase Agreement, as amended as of April 3, 2023 (the "Amended Stock Purchase Agreement"), with FNCB Bancorp, Inc. ("FNCB") pursuant to which the Company agreed to sell up to an aggregate of 222,196 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") to FNCB, subject to the approval of, among others, federal banking regulators, as well as the satisfaction of other customary closing conditions. The Company sold 105,904 shares (the "Shares") of Common Stock to FNCB as of December 12, 2022. Under the terms of the Amended Stock Purchase Agreement, the Company agreed to sell up to an additional 116,292 shares of Common Stock to FNCB in a second closing (the "Additional Shares").

Under the terms of the Amended Stock Purchase Agreement, either party to the Stock Purchase Agreement could terminate the Amended Stock Purchase Agreement if the sale of the Additional Shares was not completed by April 30, 2023. The sale of the Additional Shares was not effected by April 30, 2023. Effective May 2, 2023, FNCB informed the Company that it was terminating the Amended Stock Purchase Agreement as permitted under the terms of the Amended Stock Purchase Agreement. As a result of the termination of the Amended Stock Purchase Agreement, no further obligations of either party exist thereunder other than the representations and warranties of the Company and FNCB survive for a period of one year after the delivery of the Shares. No termination penalties were incurred by either party to the Amended Stock Purchase Agreement as a result of its termination.

Item 9.01 Financial Statements and Exhibits



  (a)    Not applicable.
  (b)    Not applicable.
  (c)    Not applicable.
  (d)    Exhibits

The following exhibit is included with this Report:



   Exhibit Number            Description
   104                       Cover Page Interactive Date File (embedded within the
                             Inline XBRL document)



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