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
April 21, 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 3.02. Unregistered Sales of Equity Securities.
On April 21, 2023, the Company entered into the agreement and plan of merger described below under Item 7.01. In accordance with the
agreement, the Company has agreed to pay up to 50% of the merger consideration in the form of Company common stock based on the
election of the target stockholders and subject to certain conditions. The Company's common stock will be valued at a per share price of
$14.11 for purposes of calculating the merger consideration. The Company expects to issue up to approximately 621,000 shares of its
common stock at closing assuming: (i) aggregate merger consideration of $17.5 million; and (ii) that the Company issues 50% of such
merger consideration in the form of the Company's common stock. The parties agreed that the Company common stock to be issued as
merger consideration will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the
exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and are
intended to be issued in compliance with such exemptions only to "accredited investors".
Item 7.01. Regulation FD Disclosure.
On April 21, 2023, the Company announced an agreement under which the Company will acquire all of the shares of Canyon
Bancorporation, Inc. (“Canyon”) and its wholly owned subsidiary, Canyon Community Bank, N.A. (“CCB”). The business combination
will result in the mergers of Canyon with and into the Company, with the Company being the survivor, and CCB merging with and into
CrossFirst Bank (“CFB Bank”), with CFB Bank being the survivor. Canyon shareholders are expected to receive a combination of cash
and Company common stock as consideration for their shares of Canyon common stock, with an aggregate transaction value estimated at
$15.1 million based on the current Company stock price.
The Company’s announcement of the transaction is included in the press release attached hereto as Exhibit 99.1 and incorporated herein by
reference.
The transaction is currently expected to close in the second half of 2023, subject to approval by bank regulatory authorities, as well as the
satisfaction of other customary closing conditions.
The information in Item 7.01 of this Current Report, including Exhibits 99.1, is being “furnished” and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
99.1
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:
April 21, 2023
CROSSFIRST BANKSHARES, INC.
By:
/s/ Benjamin R. Clouse
Benjamin R. Clouse
Chief Financial Officer