BayFirst Financial Corp 8-K, filed Nov 2, 2023
BayFirst Financial Corp. (BAFN)
8-K
2023-11-02
For: 2023-10-31
View Original
Added on
April 06, 2026
About this 8-K
BayFirst Financial Corp filed this 8-K on November 2, 2023, reporting on events of October 31, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
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) October 31, 2023
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Item 1.01. Entry into a Material Definitive Agreement.
On October 31, 2023, BayFirst Financial Corp. (the “Company”) entered into Stock Purchase Agreements with 9 investors and, pursuant thereto, issued 1,760 shares of Series C Cumulative Convertible Preferred Stock (“Series C Preferred Stock”) at $1,000 per share, for $1.760 million in gross proceeds. The Company issued the shares in reliance on the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The Company will use the proceeds to pay operating expenses or to contribute capital to BayFirst National Bank to support its growth and operations.
A copy of the form of Stock Purchase Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. A copy of the form of the Series C Preferred Stock certificate is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits | |||||||||||||||||
| Exhibit Number | Exhibit Name | Filed Herewith | |||||||||||||||
| 3.1 | |||||||||||||||||
| 4.1 | |||||||||||||||||
| 10.1 | |||||||||||||||||
| 104 | * | ||||||||||||||||
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: | November 2, 2023 | |||||||
| By: | /s/ Scott J. McKim | |||||||
| Scott J. McKim | ||||||||
| Chief Financial Officer | ||||||||