ITEM 1.01. Entry into a Material Definitive Agreement

On June 28, 2012, Southern First Bancshares, Inc. (the "Company") announced that it has agreed to repurchase 1,000 shares of its preferred stock from the United States Department of the Treasury ("Treasury") in a public offering at a price of $904.00 per share, for an aggregate purchase price of $904,000, plus accrued interest. Previously, the Company sold 17,299 shares of preferred stock (the "Preferred Shares"), on February 27, 2009, to Treasury as part of the Capital Purchase Program under the Troubled Asset Relief Program. The purchase is expected to close on July 3, 2012. The remaining 16,299 Preferred Shares of the Company held by Treasury will be purchased by unrelated third-parties.

The public offering price and the allocation of the Preferred Shares were determined by a modified Dutch auction process (the "Auction"). The public offering price of the Preferred Shares was equal to $904.00 per share. The Company will not receive any proceeds from the Auction.

In connection with the Auction, the Company and its wholly owned subsidiary bank, Southern First Bank (the "Bank") entered into an Underwriting Agreement, dated June 27, 2012, among Treasury, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Sandler O'Neill & Partners, L.P. and the other several Underwriters named in Schedule A thereto. Such Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated by reference herein.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed as part of this Current Report on Form 8-K:

1.1 Underwriting Agreement for 17,299 Preferred Shares, dated June 27, 2012, among Southern First Bancshares, Inc, Southern First Bank, the United States Department of the Treasury, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Sandler O'Neill & Partners, L.P. and the other several Underwriters named in Schedule A thereto.

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