On August 24, 2009, each member of the board of directors of First National Bancshares, Inc. (the "Company") invested in a private placement offering in which the directors collectively purchased for $550,500 a total of (i) 550,500 shares of the Company's common stock and (ii) warrants to purchase 137,625 additional shares of the Company's common stock. Each warrant has an exercise price of $1.00 and is exercisable for a period of three years beginning upon the date of issuance.

There were no brokerage or underwriting commissions paid in the private placement. The common stock and warrants were sold under the exemption from registration provided by Section 4(2) of the Securities Act of 1933 because they were transactions by an issuer that did not involve a public offering.

This information is provided under Rule 135 of the Securities Act of 1933 and is not an offer to sell or is not soliciting an offer to buy these securities.

On August 26, 2009, the Company announced that it has reached an agreement in principle to modify its loan agreement with Nexity Bank (the "Lender"). The modifications to the loan agreement with the Lender would include revisions to the financial covenants which would cure existing covenant violations and eliminate the uncertainty surrounding the Lender's intention to continue granting quarterly waivers of the covenant defaults on the line of credit through December 31, 2009. This uncertainty is one of the factors that has cast doubt about the Company's ability to continue in operation. The Company's management will continue to assess a number of factors including liquidity, capital, and profitability that affect the Company's ability to continue in operation.

A copy of the press release is attached as Exhibit 99.1 to this report, and incorporated herein by reference to this Form 8-K.

(d) Exhibits Description

The following exhibit is filed as part of this report:

Exhibit
Number  Description

99.1    Press Release issued August 26, 2009.