UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO.1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):July 23, 2019
First Choice Bancorp
(Exact name of registrant as specified in its charter)
| California | | 001-38476 | | 82-2711227 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
17785 Center Court Drive, N Suite 750 Cerritos, California | | 90703 |
| (Address of principal executive offices) | | (Zip Code) |
(562) 345-9092
(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):
| [ ] | 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)) |
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 Shares, no par value | | FCBP | | Nasdaq Capital Market |
Indicate by Check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging Growth Company [X]
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. [X]
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 7.01 of the Current Report on Form 8-K filed on July 23, 2019 (the “Original Form 8-K”) to report an update to the Investor Presentation furnished as Exhibit 99.1 thereto (the “Exhibit”) to include an additional slide relating to the Company’s cost of funds, relative to market peers. No other changes have been made to the Original Form 8-K or to the Exhibit.
Item 7.01. Regulation FD Disclosure.
First Choice Bancorp (the “Company”) is filing this Current Report on Form 8-K/A to file an updated version of the Investor Presentation included as Exhibit 99.1 to the Original Form 8-K. As now amended, the Investor Presentation includes one additional slide relating to the Company’s cost of funds, relative to in-market peers. This additional slide appears as slide 15 in the amended Investor Presentation. The Investor Presentation, as now amended, is attached hereto as Exhibit 99.1
The amended Investor Presentation will be uploaded to the Company’s external website concurrently with the filing of this amended Form 8-K/A and can be accessed at https://www.firstchoicebankca.com/, and clicking “Investor Relations” and then clicking “Presentations” under the “News and Events” menu located at the top.
The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during the fiscal year ending December 31, 2019.
The Investor Presentation includes financial information not prepared in accordance with generally accepted accounting principles(“Non-GAAP Financial Measures”). A reconciliation of the Non-GAAP Financial Measures to financial information prepared in accordance with generally accepted accounting principles (“GAAP”), as required by Regulation G, appears with the Investor Presentation. The Company is providing disclosure of the reconciliation of reported Non-GAAP Financial Measures used in the Investor Presentation, among other places, to its comparable financial measures on a GAAP basis. The Company believes the Non-GAAP Financial Measures provide investors additional ways to view our operations, when considered with both our GAAP results and the reconciliation. These Non-GAAP Financial Measures should be taken together with the corresponding GAAP measures and should not be considered a substitute of the GAAP measures.
By filing this Current Report on Form 8-K/A and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
| | First Choice Bancorp |
| | | |
| Date: September 3, 2019 | By: | /s/ Robert M. Franko |
| | Name: | Robert M. Franko |
| | Title: | President & Chief Executive Officer |
