QNB CORP. 424B5Registration Statements (S-1 / prospectus)

Risk Factors

RISK FACTORS 6 USE OF PROCEEDS 6 SECURITIES WE MAY OFFER 7 DESCRIPTION OF COMMON STOCK 8 DESCRIPTION OF WARRANTS 12 DESCRIPTION OF DEBT SECURITIES 13 DESCRIPTION OF UNITS 12 GLOBAL SECURITIES 17 PLAN OF DISTRIBUTION 20 LEGAL MATTERS 21 EXPERTS 21 i ABOUT THIS PROSPECTUS In this prospectus, the “Company,” “we,” “our,” “ours,” and “us” refer to QNB Corp., which is a bank holding company formed under the laws of Pennsylvania and headquartered in Quakertown, Pennsylvania, and its subsidiary on a consolidated basis, unless the context otherwise requires. References to the “Bank” mean QNB Bank, a Pennsylvania state-chartered banking institution. This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the “Commission,” utilizing the “shelf” registration process. Under this process, we may, from time to time, offer and sell, in one or more offerings, the securities described in this prospectus with a total aggregate principal amount or initial purchase price amount of $75,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement containing specific information about the terms of that offering. You should read this prospectus, the prospectus supplement, and the information incorporated by reference in this prospectus before making an investment in our securities. See “Where You Can Find More Information” for more information. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. The registration statement that contains this prospectus, including the exhibits and the documents incorporated herein by reference, contains additional information about us and the securities offered under this prospectus and any prospectus supplement. The registration statement can be obtained at the Commission’s website or our website, which are mentioned in this prospectus under the heading “Where You Can Find More Information.” You should rely only on the information contained in this prospectus or any prospectus supplement and those documents incorporated by reference in this prospectus or any accompanying prospectus supplement. Neither we, nor the selling securityholders, have authorized anyone to provid