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): October 1, 2020
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) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | 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 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]
Item 1.01. Entry into a Material Definitive Agreement.
On September 25, 2020, First Choice Bancorp (the “Company”) entered into an Indemnification Agreement with each of Lynn McKenzie-Tallerico, a Board member, Diana Hanson, Chief Accounting Officer, Mag Wangsuwana, Chief Financial Officer – First Choice Bank, and Khoi D. Dang, General Counsel (collectively, the “Indemnitees”). The Indemnification Agreements clarify and supplement indemnification provisions already contained in the Company’s Bylaws and generally provide that the Company shall indemnify the Indemnitees to the fullest extent permitted by applicable law, subject to certain exceptions including regulatory prohibitions then applicable, against expenses, judgments, fines and other amounts actually and reasonably incurred in connection with their service as a director or officer and also provide for rights to advancement of expenses and contribution. The other members of the Company’s Board and of the Board of Directors of the Company’s wholly-owned subsidiary, First Choice Bank, as well as the other executive officers of each of the Company and First Choice Bank have previously entered into Indemnification Agreements.
The description of the Indemnification Agreements set forth in this Item 1.01 is not complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement between the Company and each of the Indemnitees which was filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-4, as filed with the Securities Exchange Commission on April 4, 2018.
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: October 1, 2020 | By: | /s/ Robert M. Franko |
| | Name: | Robert M. Franko |
| | Title: | President & Chief Executive Officer |
