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
Date of Report (Date of earliest event reported) June 1, 2022
BAYFIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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| Florida | | 001-41068 | | 59-3665079 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (IRS employer identification no.) |
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| 700 Central Avenue | | | | 33701 |
| St. Petersburg, Florida | | | | (Zip Code) |
| (Address of principal executive offices) | | | | |
| | (727) 440-6848 | | |
| | (Registrant’s telephone number, including area code) | | |
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 (see General Instruction A.2. below):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities Registered pursuant to Section 12(b) of the Act: |
| Title of each class registered | Trading Symbol(s) | Name of exchange on which registered |
| Common Stock | BAFN | The Nasdaq Stock Market LLC |
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| 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 1933 (§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 4.01 Changes in Registrant’s Certifying Accountant.
BayFirst Financial Corp.’s (the “Company”) independent auditors, the registered public accounting firm, Dixon Hughes Goodman LLP (“DHG”), notified the Company that DHG merged with BKD, LLP (“BKD”) on June 1, 2022. The combined practice now operates under the name FORVIS, LLP (“FORVIS”). As a result of this merger, FORVIS is now the Company’s principal accountant to audit the Company’s financial statements.
This change in auditors is a result of DHG and BKD’s merger and is not attributable to DHG’s resignation or dismissal. DHG’s reports on the Company’s financial statements for the years ended December 31, 2020 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the two years ended on those dates, there were no disagreements between the Company and DHG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
The Company provided FORVIS, as successor by merger to DHG, with a copy of the foregoing disclosures and requested FORVIS to furnish a letter addressed to the Securities and Exchange Commission stating whether FORVIS agrees with the foregoing statements and, if not, stating the respects in which it does not agree. A copy of FORVIS letter dated June 1, 2022 is filed as Exhibit 16.1 hereto.
Item 9.01 Financial Statements and Exhibits.
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| (d) Exhibits | | |
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| Exhibit Number | |
Exhibit Name | | Filed Herewith |
| 16.1 | | | | * |
| 104 | | | | * |
The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
SIGNATURES
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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| BAYFIRST FINANCIAL CORP. | |
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| Date: | June 1, 2022 | |
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| By: | /s/ Robin L. Oliver | |
| Robin L. Oliver | |
| Chief Financial Officer and
Chief Operating Officer | |
