VersaBank 40-F/A, filed Apr 15, 2025
VersaBank (VBNK)
About this 40-F/A
VersaBank filed this 40-F/A on April 15, 2025, covering the fiscal year ended October 31, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
| | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or
| | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended:
Commission File Number:
(Exact name of registrant as specified in its charter)
| | 6029 | Not Applicable | ||
| (Province or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code) | (I.R.S. Employer Identification No.) |
(
(Address and telephone number of registrant’s principal executive offices)
(
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol | Name of Each Exchange On Which Registered: |
| | | The |
| Common Shares, no par value | VBNK | Toronto Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this form:
| | |
Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
EXPLANATORY NOTE
Versabank (the “Bank”) is a Canadian issuer that is permitted, under the multijurisdictional disclosure system adopted in the United States, to prepare its annual report on Form 40-F pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with Canadian disclosure requirements, which are different from those of the United States. The Bank is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933, as amended. Equity securities of the Bank are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.
This Amendment No. 1 (this “Amendment”) to the Bank’s Annual Report on Form 40-F, filed on December 9, 2024 (the “Original Annual Report”), amends the Original Annual Report to include the Bank’s Compensation Recoupment Policy as Exhibit 97.1. In addition, as required by Rule 12b-15 and Rule 13a-14(a) of the Exchange Act, new certifications by the Bank’s principal executive officer and principal financial officer are filed herewith as Exhibit 99.5. Because no financial statements have been included in this Amendment, paragraphs 3, 4 and 5 of the certifications have been omitted. The Bank is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are filed with this Amendment.
This Amendment consists of a cover page, this explanatory note, the signature page and the exhibit index (including Exhibits 97.1 and 99.5). Other than expressly set forth herein, this Amendment does not, and does not purport to, amend or restate any other information contained in the Original Annual Report nor does this Amendment reflect any events that have occurred after the Original Annual Report was filed.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Bank certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment to be signed on its behalf by the undersigned, thereto duly authorized.
| VERSABANK |
|
| By: |
/s/ Brent T. Hodge |
| Name: |
Brent T. Hodge |
| Title: |
SVP, General Counsel & Corporate Secretary |
Date: April 14, 2025
INDEX TO EXHIBITS
| Exhibit No. |
Exhibit |
|
| 97.1* |
||
| 99.1* |
Annual Information Form for the year ended October 31, 2024. |
|
| 99.2* |
Consolidated Financial Statements as at and for the years ended October 31, 2024 and 2023. |
|
| 99.3* |
||
| 99.4* |
||
| 99.5 |
||
| 99.6* |
||
| 101 |
Inline Interactive Data File | |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
|
| *Previously filed. |
||
Exhibit 99.5
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David R. Taylor, certify that:
1. I have reviewed this amendment no. 1 to the annual report on Form 40-F of VersaBank; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: April 14, 2025
|
By: |
/s/ David R. Taylor |
|
Name: David R. Taylor |
|
|
Title: Chief Executive Officer |
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Asma, certify that:
1. I have reviewed this amendment no. 1 to the annual report on Form 40-F of VersaBank; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: April 14, 2025
|
By: |
/s/ John Asma |
|
Name: John Asma |
|
|
Title: Chief Financial Officer |