VersaBank 6-K, filed Oct 26, 2021
VersaBank (VBNK)
About this 6-K
VersaBank filed this 6-K on October 26, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2021
Commission File Number: 001-40805
VersaBank
(Exact name of registrant as specified in itscharter)
140 Fullarton Street, Suite 2002
London, Ontario N6A 5P2
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On October 26, 2021, VersaBank issued a material change report, a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
The information in this Form 6-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
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, thereunto duly authorized.
| VERSABANK | |||
|---|---|---|---|
| Date: October 26, 2021 | By: | /s/ Brent T. Hodge | |
| Name: | Brent T. Hodge | ||
| Title: | General Counsel & Corporate Secretary |
EXHIBIT INDEX
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 99.1 | Material Change Report dated October 26, 2021. |
Exhibit99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
|---|
VersaBank
2002 – 140 Fullarton Street
London, Ontario
N6A 5P2
| Item 2 | Date of Material Change |
|---|
October 7, 2021
| Item 3 | News Release |
|---|
A news release describing the material change was issued on October 26, 2021, through the facilities of Canada News Wire and subsequently filed on SEDAR and EDGAR.
| Item 4 | Summary of Material Change |
|---|
VersaBank (the “Bank”) announced the cancellation and return to treasury of 7,477 unexchanged common shares (0.0272% of outstanding common shares).
The cancellation of shares was effective on October 7, 2021.
| Item 5 | Full Description of Material Change |
|---|---|
| 5.1 | Full Description of Material Change |
| --- | --- |
VersaBank announced the cancellation and return to treasury of 7,477 unexchanged common shares (0.0272% of outstanding common shares). The cancelled shares represent predecessor share classes which have not been deposited and exchanged for VersaBank common shares in connection with the Bank’s amalgamation with PWC Capital Inc. on January 31, 2017.
The cancellation of shares was effective on October 7, 2021. Due to inadvertence and miscommunication between the Bank and its transfer agent, the Bank did not become aware that the share cancellation had been completed until October 25, 2021.
| 5.2 | Disclosure for Restructuring Transactions |
|---|
Not Applicable
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
|---|
Not Applicable.
| Item 7 | Omitted Information |
|---|
Not Applicable.
| Item 8 | Executive Officer |
|---|
For further information, please contact:
David Taylor
President & Chief Executive Officer
Telephone No: (519) 675-4206
| Item 9 | Date of Report |
|---|
October 26, 2021