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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| FORM 8-K/A |
| CURRENT REPORT |
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 |
Date of Report: April 1, 2024
(Date of earliest event reported)
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| COMMUNITY WEST BANCSHARES |
| (Exact name of registrant as specified in its charter) |
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CA (State or other jurisdiction of incorporation) | 000-31977 (Commission File Number) | 77-0539125 (IRS Employer Identification Number) |
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7100 N. Financial Dr., Ste. 101, Fresno, CA (Address of principal executive offices) | | 93720 (Zip Code) |
559-298-1775 (Registrant’s telephone number, including area code) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Common Stock, no par value | | CWBC | | NASDAQ |
| (Title of Each Class) | | (Trading Symbol) | | (Name of Each Exchange on which Registered) |
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Not Applicable (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 Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o
Explanatory Note
This Amendment No. 1 amends the Current Report on Form 8-K filed on April 3, 2024 by Community West Bancshares to include the financial statements and unaudited pro forma condensed financial information referred to in Item 9.01(a) and (b) below relating to the merger of Community West Bancshares (“Community West”) with and into Central Valley Community Bancorp (“Central Valley”).
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of Businesses Acquired
To the extent required by this Item 9.01(a), the Audited Consolidated Financial Statements of Community West for the years ended December 31, 2023 and 2022, the Report of Independent Registered Public Accounting Firm thereon, as well as the accompanying Notes thereto, included in Item 8 of Part II of Community West’s Annual Report on Form 10-K (the “Community West Annual Report” and in Item 15 “Exhibits and Financial Statement Schedules” of Part IV of the Community West Annual Report, as filed with the Securities and Exchange Commission (“SEC”) on April 5, 2024, are incorporated herein by reference.
(b) Pro forma financial information:
The unaudited pro forma condensed consolidated financial statements of Central Valley and Community West, as of and for the year ended December 31, 2023, reflecting the merger are attached hereto as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits
SIGNATURE
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.
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| Dated: | June 14, 2024 | CENTRAL VALLEY COMMUNITY BANCORP
By: /s/ Shannon Livingston Shannon Livingston Executive Vice President and Chief Financial Officer |
