Bancorp, Inc NT 10-K, filed Mar 4, 2025
Bancorp, Inc. (TBBK)
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
SEC File Number 000-51018 |
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Washington, D.C. 20549 |
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FORM 12b-25 |
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CUSIP Number 05969A105 |
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NOTIFICATION OF LATE FILING |
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| (Check One): | ☒ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | ☐ Form 10-Q | ☐ Form 10-D | ☐ Form N-CEN | ☐ Form N-CSR | ||||||||||||||||||||||
For Period Ended: December 31, 2024
☐Transition Report on Form 10-K
☐Transition Report on Form 20-F
☐Transition Report on Form 11-K
☐Transition Report on Form 10-Q
For the Transition Period Ended: ___________________________________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
THE BANCORP, INC.
Full Name of Registrant
N/A
Former Name if Applicable
409 Silverside Road
Address of Principal Executive Office (Street and Number)
Wilmington, DE 19809
City, State and Zip Code:
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | ||
| (c) | The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Bancorp, Inc. (the “Company”) will be unable to file its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) within the prescribed time period without unreasonable effort or expense. As disclosed in a Form 8-K filed on March 4, 2025, the Company inappropriately filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”) on March 3, 2025. The Company’s independent public accounting firm, Crowe LLP, did not provide final approval to include the audit opinion with respect to the fiscal year ended December 31, 2024 and the consent to the incorporation by reference of the audit report in certain registration statements that was included with the Annual Report filed on March 3, 2025. Further, the Company’s prior independent public accounting firm, Grant Thornton LLP, also did not provide approval to include its audit opinion with respect to the fiscal years ended December 31, 2023 and 2022, or its consent to the incorporation by reference of their audit report in certain registration statements, in the Annual Report. The Company is unable to file the Annual Report in a timely manner without unreasonable effort or expense because it needs to perform and complete additional closing procedures related to accounting for consumer fintech loans in the allowance for credit losses.
The Company currently expects to file its Annual Report within the fifteen calendar day extension provided by Rule 12b-25.
Forward-Looking Statements
This Form 12b-25 includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that involve risks and uncertainties, including statements regarding the Company’s expected date of filing the Annual Report. Forward looking statements are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including but not limited to risks and uncertainties related to the completion of matters necessary to permit the filing of the Annual Report. There can be no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| Paul Frenkiel | (302) | 385-5000 | ||||||||||||||||||||||||||||||||||||
| (Name) | (Area Code) | (Telephone Number) | ||||||||||||||||||||||||||||||||||||
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
☐ Yes ☒ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Bancorp, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 4, 2025 | By: | /s/ Paul Frenkiel | |
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Paul Frenkiel Chief Financial Officer and Secretary |