BayFirst Financial (BAFN) 8-A12B Registration of securities on exchange

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

BAYFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization)	59-3665079 (I.R.S. Employer Identification No.)
700 Central Avenue St. Petersburg, Florida 33701 (Address of principal executive offices)	33701 (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
None	None

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ☐

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ☑

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement file number to which this form relates: 333-256009

Securities to be registered pursuant to Section 12(g) of the Act: Common Stock and Warrants to Purchase Common Stock

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.     Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are shares of Common Stock and Warrants to Purchase Common Stock of BayFirst Financial Corp. (the “Registrant”). The information required by this Item 1 is incorporated by reference to the information set forth under “Description of Our Securities” in the Registrant’s Registration Statement on Form S-1/A (File No. 333-256009) under the Securities Act of 1933, as amended, as filed with the Securities and Exchange Commission on November 3, 2021, as thereafter amended (the “Registration Statement”). Such information will also appear in the Registrant’s prospectus that forms a part of the Registration Statement, and such prospectus is incorporated by reference herein, and by any prospectus subsequently filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which description is incorporated herein by reference.

Item 2.     Exhibits.

Exhibit Number	Exhibit Name	Filed Herewith
4.1	Form of common stock certificate
4.2	Amended and Restated Articles of Incorporation
4.3	Bylaws
4.4	Amendment to Bylaws, dated August 22, 2019
4.5	Form of warrant certificate
4.6	Warrant Agreement with Continental Stock Transfer & Trust Company, dated November 14, 2019
4.7	Amendment to Warrant Agreement, dated as of July 6, 2021

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

BAYFIRST FINANCIAL CORP.

Date:    November 15, 2021

By:    /s/ Anthony N. Leo            

    Anthony N. Leo

    Principal Executive Officer and

    Chief Executive Officer