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): April 26, 2021
FIRST CHOICE BANCORP
(Exact Name of Registrant as Specified in 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) |
Registrant’s telephone number, including area code: (562) 345-9092
(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:
| ☒ | 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)) |
| ☐ | 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, 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
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 2.02 Results of Operations and Financial Condition
On April 26, 2021 First Choice Bancorp (NASDAQ: FCBP), the holding company for First Choice Bank (the “Company”) announced its consolidated results of operations and financial condition at and for the three months ended March 31, 2021. The press release is furnished as Exhibit 99.1 and incorporated herein by reference.
Item. 7.01 Regulation FD Disclosure
On April 26, 2021, the Company posted an Investor Presentation, dated April 26, 2021, to its website. The Investor Presentation will be used in communications with investors and analysts in the future. A copy of the presentation material is furnished as Exhibit 99.2 of this Form 8-K and is also available on the Company’s website at https://www.firstchoicebankca.com/, and clicking “Investor Relations” and then clicking “Presentations” under the “News and Events” menu located at the top.
By filing this Current Report on Form 8-K 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 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. 8.01 Other Events
On April 26, 2021, the Company issued a press release announcing the declaration of a cash dividend of $0.25 per share, payable on or about May 24, 2021, to holders of its common stock of record as of the close of business on May 10, 2021. A copy of the press release announcing the cash dividend is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
The information in this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, is being furnished pursuant to Items 2.02, 7.01 and 8.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall expressly be set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Earnings Releases, dated April 26, 2021 | |
| 99.2 | Investor Presentation, dated April 26, 2021 | |
| 99.3 | Press Release announcing Dividend, dated April 26, 2021 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST CHOICE BANCORP | ||
| Dated: April 26, 2021 | By: | /s/ Robert M. Franko |
| Name: | Robert M. Franko | |
| Title: | President & Chief Executive Officer | |
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