8-K
BayFirst Financial Corp. (BAFN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) February 10, 2022
BAYFIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| Florida | 001-41068 | 59-3665079 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>file number) | (IRS employer<br><br>identification no.) |
| 700 Central Avenue | 33701 | |
| St. Petersburg, Florida | (Zip Code) | |
| (Address of principal executive offices) | ||
| (727) 440-6848 | ||
| (Registrant’s telephone number,<br><br>including area code) |
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
|---|---|---|---|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | Securities Registered pursuant to Section 12(b) of the Act: | |||
| --- | --- | --- | |||
| Title of each class registered | Trading Symbol(s) | Name of exchange on which registered | |||
| Common Stock | BAFN | The Nasdaq Stock Market LLC | |||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1933 (§240.12b-2 of this chapter) | |||||
| --- | |||||
| Emerging growth company ☑ | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 10, 2022, the BayFirst Financial Corp.’s board of directors appointed Sheryl WuDunn as a director of the Company. Ms. WuDunn, age 62, will be entitled to receive the compensation payable to non-employee directors of the Company, as disclosed in its S-1/A statement, filed with the Securities and Exchange Commission on February 7, 2022.
A copy of this press release is included as Exhibit 99.1 to this report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits | ||
|---|---|---|
| Exhibit Number | Exhibit Name | Filed Herewith |
| 99.1 | Bayfirst Financial Corp. Press Release dated February 10, 2022 | * |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | * |
The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
SIGNATURES
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.
| BAYFIRST FINANCIAL CORP. | |
|---|---|
| Date: | Date: February 10, 2022 |
| By: | /s/ Robin L. Oliver |
| Robin L. Oliver | |
| Chief Financial Officer and<br><br>Chief Operating Officer |
Document
Contacts:
Anthony N. Leo Jeffrey M. Hunt
Chief Executive Officer Chief Strategy Officer
727.399.5678 727.399.5687
BayFirst Financial Corp. Appoints Sheryl WuDunn to Board of Directors
First Pulitzer-Prize Winning Asian-American Reporter and
Co-Founder of Tech Investment Firm Adds Strength in Technology
ST. PETERSBURG, FL. — February 10, 2022 —BayFirst Financial Corp. (NASDAQ: BAFN) (“BayFirst” or the “Company”), parent company of First Home Bank (“First Home” or the “Bank”) today announced that Sheryl WuDunn has been appointed to its Board of Directors, effective immediately.
A former Goldman Sachs vice president, Ms. WuDunn currently serves as co-founder at FullSky Partners, a consulting firm focusing on double-bottom line ventures, where she specializes in advising socially-driven growth companies in the technology and healthcare industries. She is also the first Asian-American reporter to win a Pulitzer Prize for her work at the New York Times where she also served executive management roles.
“Sheryl’s proven leadership, senior-level banking experience, and tech investment expertise will add great depth to our Board,” said Anthony Saravanos, Chairman of the BayFirst Board. “As we continue to seek ways to lead the way in innovation and adapt to the evolving competitive and technological landscape, Sheryl is uniquely positioned to advance our efforts and identify future opportunities.”
Ms. WuDunn has also co-authored five books examining important social and economic challenges affecting women, girls and the underprivileged around the world, including Tightrope: Americans Reaching for Hope, a New York Times best seller which focuses on the challenges of the working class in the United States.
“Sheryl’s appointment strengthens our diversity at the most senior level, and her leadership will undoubtedly improve our organization overall,” added Anthony N. Leo, BayFirst’s Chief Executive Officer. “In addition to her business acumen, she brings vital perspective and a proven commitment to sustainable social impact that will aid in addressing important issues affecting our organization, customers and community.”
Ms. WuDunn’s appointment adds to an already impressive and extensive list of board experience. Earlier this year, she was elected to the Harvard University Board of Overseers. She is also a former member of the Board of Trustees at Princeton and Cornell and recently served on the board of advisors for Fuel Freedom Foundation, a nonpartisan organization dedicated to ending US dependence on oil. WuDunn earned a B.A. from Cornell University, an MPA from Princeton, and an MBA from Harvard Business School.
About BayFirst Financial Corp.
BayFirst Financial Corp. (f/k/a First Home Bancorp, Inc.) is a registered bank holding company which commenced operations on September 1, 2000. Its primary source of income is from its wholly owned subsidiary, First Home Bank, which commenced business operations on February 12, 1999. First Home Bank is a Federal Reserve member and a state-chartered banking institution. The Bank operates seven full-service office locations, 23 mortgage loan production offices and is in the top 15 by dollar volume and by number of units originated nationwide through the first quarter ended December 31, 2021 of SBA's 2022 fiscal year.
BayFirst Financial Corp., through the Bank, offers a broad range of commercial and consumer banking services including various types of deposit accounts and loans for businesses and individuals. As of December 31, 2021, BayFirst Financial Corp. had $917.10 million in total assets.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “is confident that” and similar expressions are intended to identify these forward-looking statements. These forward-looking statements involve risk and uncertainty and a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in these forward-looking statements. BayFirst Financial Corp. does not have a policy of updating or revising forward-looking statements except as otherwise required by law, and silence by management over time should not be construed to mean that actual events are occurring as estimated in such forward-looking statements.