CNBW CNB Corporation (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2009

CNB CORPORATION

Incorporated under the Commission File No. 2-96350 I.R.S. Employer
laws of South Carolina Identification No.
 57-0792402

P.O. Box 320
Conway, South Carolina 29528
Telephone: 843-248-5271

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

The Company began a limited offering of up to 25,000 shares of the Company's Common Stock, $10.00 par value per share, in March, 2009. The offering price is $158.00 per share with a minimum purchase of 25 shares, or $3,950, and an aggregate offering amount of $3,950,000. On May 6, 2009, the aggregate number of shares sold to date exceeded one percent of total shares outstanding at commencement of the offering. There were no underwriting discounts or commissions. The shares were offered to and purchased by selected accredited investors and nonaccredited investors employed by or having a business relationship with the Company (limited to 35 purchasers). The shares were offered in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 thereunder.

The dates on which shares were sold, and the number of shares sold on each such date were as follow:

Date No. Shares Issued
---- -----------------

3/23/09 300
3/31/09 100
4/1/09 350
4/2/09 500
4/3/09 150
4/7/09 300
4/8/09 200
4/9/09 550
4/13/09 100
4/14/09 300
4/15/09 600
4/20/09 900
4/21/09 1225
4/23/09 300
4/30/09 833
5/1/09 450
5/4/09 327
5/5/09 425
5/6/09 400
5/7/09 100
5/8/09 1000
 ----
TOTAL 9410

AGGREGATE PROCEEDS $1,486,780.00

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

CNB Corporation
(Registrant)

Date: May 11, 2009 By: s/L. Ford Sanders, II
 ------------------------------------------------
 L. Ford Sanders, II
 Executive Vice President, Chief Financial
 Officer and Treasurer

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