8-K
California BanCorp \ CA (BCAL)
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
Dateof Report (Date of earliest event reported): May 11, 2023
SOUTHERN
CALIFORNIA BANCORP
(Exact name of registrant as specified in its charter)
| California | 001-41684 | 84-3288397 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> Number) |
| 12265 El Camino Real, Suite 210 | ||
| --- | --- | |
| San Diego, California | 92310 | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
(844)265-7622
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
| ☐ | Written communications pursuant to Rule 425 under the<br> Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br> under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | BCAL | The Nasdaq Stock Market<br> 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 1934 (§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 7.01 | Regulation FD Disclosure. |
|---|
On May 11, 2023, Southern California Bancorp (the “Company”) issued a press release announcing that its Registration Statement on Form 10 has been declared effective by the U.S. Securities and Exchange Commission and that it has obtained approval to begin trading its common stock on the NASDAQ Capital Market under the “BCAL” ticker symbol. A copy of this press release is furnished as Exhibit 99.1 hereto.
A copy of a slide presentation that the Company may use for upcoming meetings with investors and other interested parties is furnished as Exhibit 99.2 hereto. Additionally, the Company has posted the slide presentation in the Investor Relations section of its website at https://investor.banksocal.com. Information obtained or linked to the foregoing website shall not be deemed to be included in this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference into any filing 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.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press<br> Release dated May 11, 2023 |
| 99.2 | Investor<br> Presentation, First Quarter 2023 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| SOUTHERN CALIFORNIA BANCORP | ||
|---|---|---|
| Date: May 11, 2023 | By: | /s/ DAVID I. RAINER |
| David I. Rainer | ||
| Chief Executive Officer |
Exhibit99.1
SOUTHERN CALIFORNIA BANCORP ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENT ON FORM 10 AND LISTING ON NASDAQ CAPITAL MARKET
San Diego, Calif., May 11, 2023 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), announced today that its Registration Statement on Form 10 has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and that its common stock will begin trading on the Nasdaq Capital Market effective at the opening of trading on May 11, 2023, under the symbol “BCAL.”
“We are pleased to announce the completion of our registration with the SEC and the listing of our stock on the Nasdaq Capital Market, as these are major milestones for our Company,” said David Rainer, Chairman and CEO of Southern California Bancorp and Bank of Southern California. “We anticipate that these strategic initiatives will lead to increased visibility and liquidity for our stock, making it more accessible for both institutional and retail investors. Additionally, the Company may potentially obtain investment analyst coverage and be included in various stock fund indices, both of which may lead to increased interest and trading in our stock.”
ABOUTBANK OF SOUTHERN CALIFORNIA AND SOUTHERN CALIFORNIA BANCORP
Southern California Bancorp (NASDAQ: BCAL) is a registered bank holding company headquartered in San Diego, California. Bank of Southern California, N.A., a national banking association chartered under the laws of the United States (the “Bank”) and regulated by the Office of Comptroller of the Currency, is a wholly owned subsidiary of Southern California Bancorp. Established in 2001 and headquartered in San Diego, California, the Bank. offers a range of financial products and services to individuals, professionals, and small- to medium-sized businesses through its 13 branch offices serving Orange, Los Angeles, Riverside, San Diego, and Ventura counties, as well as the Inland Empire. The Bank’s solutions-driven, relationship-based approach to banking provides accessibility to decision makers and enhances value through strong partnerships with its clients. Additional information is available at www.banksocal.com.
Southern California Bancorp’s common stock will begin trading on the Nasdaq Capital Market on May 11, 2023 under its existing ticker symbol “BCAL.” For more information, please visit banksocal.com or call (844) BNK-SOCAL.
FORWARD-LOOKINGSTATEMENTS
In addition to historical information, certain matters set forth herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including forward-looking statements relating to management’s beliefs, projections and assumptions concerning future results and events. Forward-looking statements include descriptions of management’s plans or objectives for future operations, products or services, and forecasts of Southern California Bancorp’s revenues, earnings, litigation expenses, or other measures of economic performance. As well, forward-looking statements may relate to future outlook and anticipated events. These forward-looking statements involve risks and uncertainties, based on the beliefs and assumptions of management and on the information available to management at the time that such forward-looking statements were made and can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words or phrases such as “aim,” “can,” “may,” “could,” “predict,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “hope,” “intend,” “plan,” “potential,” “project,” “will likely result,” “continue,” “seek,” “shall,” “possible,” “projection,” “optimistic,” and “outlook,” and variations of these words and similar expressions or the negative version of those words or phrases.
Forward-looking statements involve substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. Many factors could cause actual results to differ materially from those contemplated by these forward-looking statements. Except to the extent required by applicable law or regulation, Southern California Bancorp does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by law.
Exhibit 99.2
