Item 1.01 Entry Into a Material Definitive Agreement.

On June 13, 2012, Guaranty Federal Bancshares, Inc. (the "Company") entered into a Letter Agreement (the "Repurchase Agreement") with the United States Department of the Treasury (the "Treasury"), pursuant to which the Company repurchased from Treasury 5,000 shares of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share (the "Series A Preferred Shares"), for an aggregate purchase price of approximately $5,019,444, which includes a pro rata accrued dividend of approximately $19,444.

On January 30, 2009, the Company issued and sold 17,000 Series A Preferred Shares, together with a warrant to purchase 459,459 of the Company's common shares, to the Treasury for an aggregate purchase price of $17,000,000 as part of the Treasury's Troubled Assets Relief Program Capital Purchase Program (the "TARP Capital Purchase Program"), pursuant to a Letter Agreement incorporating the Securities Agreement - Standard Terms (the "Securities Purchase Agreement"), dated January 30, 2009, between the Company and the Treasury. Following the consummation of the repurchase by the Company of 5,000 Series A Preferred Shares as contemplated by the Repurchase Agreement, the Treasury continues to hold 12,000 Series A Preferred Shares of the Company and the Company's obligations under the Securities Purchase Agreement and as a participant in the TARP Capital Purchase Program continue in effect.

Item 8.01 Other Events.

On June 13, 2012, the Company issued a press release regarding the repurchase of the Series A Preferred Shares and is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

10.1 Letter Agreement, dated June 13, 2012, between Guaranty Federal Bancshares, Inc. and the United States Department of the Treasury

99.1 Press release dated June 13, 2012