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
March 29, 2023
Date of Report (date of earliest event reported)
CROSSFIRST BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Kansas
001-39028
26-3212879
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
11440 Tomahawk Creek Parkway
Leawood
Kansas
(Address of Principal Executive Offices)
66211
(Zip Code)
(
913
)
901-4516
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 (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
☐
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))
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, par value $0.01 per share
CFB
The Nasdaq Stock Market 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 1.01. Entry into a Material Definitive Agreement.
On March 29, 2023, CrossFirst Bankshares, Inc. (the “Company”) entered into a Securities Purchase Agreement (the "Purchase
Agreement") with certain investors qualified as "accredited investors," as such term is defined in Rule 501(a) of Regulation D ("Regulation
D") promulgated under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to which the Company offered and sold
shares of its Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), for an
aggregate purchase price of $7,750,000. This amount includes $6,150,000 paid by directors and members of the senior leadership team of
the Company or CrossFirst Bank (including our executive officers) and their affiliates to acquire Series A Preferred Stock. The offer and
sale of the Series A Preferred Stock by the Company was made in reliance upon the exemptions from registration available under Section
4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The Purchase Agreement includes customary representations, warranties
and covenants of the Company.
On March 29, 2023, the Company filed a Certificate of Designations for the Series A Preferred Stock (the "Certificate of Designations")
with the Secretary of State of the State of Kansas. The Certificate of Designations establishes the authorized number of shares of Series A
Preferred Stock as 15,000 and provides for the powers, designations, preferences and relative, participating, optional or other special rights
of the Series A Preferred Stock and the qualifications, limitations or restrictions thereof. A copy of the Certificate of Designations is
attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Pursuant to the Certificate of Designations, holders of the Series A Preferred Stock will be entitled to receive, only when, as and if declared
by the Company’s Board of Directors or a duly authorized committee thereof, non-cumulative cash dividends on the liquidation preference
of $1,000 per share of Series A Preferred Stock at a rate of 8.00% per annum, payable quarterly in arrears. Such dividends are not
mandatory or cumulative and are payable only to the extent declared by the Company’s Board of Directors or a duly authorized committee
thereof. The Series A Preferred Stock is not convertible into any other class of securities. The Series A Preferred Stock is structured to
qualify as Tier 1 capital. So long as any Series A Preferred Stock remains outstanding, unless full dividends for the most recently
completed dividend period have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside) on all
outstanding shares of Series A Preferred Stock, the Company may not, subject to certain exceptions, declare, pay or set aside for payment
any dividend on the Company’s common stock or any other shares of capital stock ranking junior to the Series A Preferred Stock, or
repurchase, redeem or otherwise acquire for consideration, directly or indirectly, the Company’s common stock or any other shares of
capital stock ranking junior to or on a parity with the Series A Preferred Stock. Subject to the foregoing, dividends (payable in cash, stock,
or otherwise) may be declared and paid on the common stock and any other class or series of capital stock that ranks junior to the Series A
Preferred Stock, and the holders of the Series A Preferred Stock will not be entitled to participate in any such dividend.
The Series A Preferred Stock is perpetual and has no maturity date and is not subject to any mandatory redemption, sinking fund, or other
similar provisions. The holders of the Series A Preferred Stock will not have any right to require the redemption or repurchase of their
shares of Series A Preferred Stock. The Company may, at its option and subject to required regulatory approval, redeem the Series A
Preferred Stock (i) in whole or in part, from time to time, on March 29, 2028, or on any dividend payment date on or after March 29, 2028,
or (ii) in whole but not in part at any time within 90 days following a “regulatory capital treatment event” (as defined in the Certificate of
Designations) in each case at a redemption price equal to $1,000 per share, plus the per share amount of any declared and unpaid
dividends, without accumulation of any undeclared dividends. Upon the voluntary or involuntary liquidation, dissolution, or winding-up of
the Company, holders of outstanding shares of Series A Preferred Stock are entitled to be paid out of the Company's assets legally
available for distribution to stockholders, subject to the rights of holders of any securities then outstanding ranking senior to or on parity
with Series A Preferred Stock with respect to distributions of assets and before any distribution of assets is made to holders of common
stock or any other junior stock, a liquidating distribution in the amount of the liquidation preference of $1,000 per share, plus any declared
and unpaid dividends prior to the payment of the liquidating distribution, without accumulation of any dividends that have not been
declared prior to the payment of the liquidating distribution. Holders of the Series A Preferred Stock will have no voting rights except with
respect to certain changes in the terms of the Series A Preferred Stock, the issuance of capital stock ranking senior to the Series A Preferred
Stock, certain fundamental business transactions and as otherwise required by applicable law, subject to certain limitations.
The Company intends to use the net proceeds from the sale of the Series A Preferred Stock for general corporate purposes, including
providing capital to support strategic growth and for making contributions to the capital of CrossFirst Bank, to support its lending,
investing and other banking activities.
The foregoing descriptions of the Purchase Agreement and the Series A Preferred Stock do not purport to be complete and are qualified in
their entirety by reference to the form of the Purchase Agreement attached hereto as Exhibit 10.1 and the Certificate of Designations
attached hereto as Exhibit 3.1, respectively, and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 3.03. Material Modification to Rights of Security Holders.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Upon issuance of the Series A Preferred Stock (as described in Item 1.01 of this Current Report on Form 8-K) on March 29, 2023, the
ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock, par value
$0.01 per share, will be subject to certain restrictions in the event that the Company fails to pay dividends on the Series A Preferred Stock.
Holders of the Series A Preferred Stock have certain approval rights and the Series A Preferred Stock ranks senior to the common stock of
the Company upon liquidation. These provisions are set forth in the Certificate of Designations, which establishes the authorized number
of shares of Series A Preferred Stock as 15,000 and provides for the powers, designations, preferences and relative, participating, optional
or other special rights of the Series A Preferred Stock and the qualifications, limitations or restrictions thereof. A copy of the Certificate of
Designations is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
On March 29, 2023, the Company filed the Certificate of Designations with the Secretary of State of the State of Kansas, which was
effective upon filing. The Certificate of Designations establishes the authorized number of shares of Series A Preferred Stock as 15,000
and provides for the powers, designations, preferences and relative, participating, optional or other special rights of the Series A Preferred
Stock and the qualifications, limitations or restrictions thereof. A description of certain material terms of the Series A Preferred Stock is set
forth in Item 1.01 of this Current Report on Form 8-K. A copy of the Certificate of Designations is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
3.1
10.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date:
March 31, 2023
CROSSFIRST BANKSHARES, INC.
By:
/s/ Benjamin R. Clouse
Benjamin R. Clouse
Chief Financial Officer