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Oklahoma | | | 20-0764349 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification No.) |
Large accelerated filer | | | ☐ | | | | | Accelerated filer | | | ☐ | |
Non-accelerated filer | | | ☒ | | | | | Smaller reporting company | | | ☒ | |
| | | | | | Emerging growth company | | | ☒ |
Title of Each Class of Securities to be Registered | | | Amount to be Registered(1) | | | Proposed Maximum Offering Price Per Unit(2) | | | Proposed Maximum Aggregate Offering Price(3) | | | Amount of Registration Fee(3) |
Common Stock, par value $0.01 per share | | | | | | | | | ||||
Preferred Stock, par value $0.01 per share | | | | | | | | | ||||
Debt Securities | | | | | | | | | ||||
Depositary Shares(4) | | | | | | | | | ||||
Purchase Contracts(5) | | | | | | | | | ||||
Warrants(6) | | | | | | | | | ||||
Rights(7) | | | | | | | | | ||||
Units(8) | | | | | | | | | ||||
Total | | | | | | | $50,000,000 | | | $5,455 |
(1) | There are being registered hereunder such indeterminate number of securities of each identified class of the Registrant, as shall have an aggregate initial offering price not to exceed $50,000,000. In general, the securities registered hereunder also include such indeterminate number of shares of common stock and preferred stock as may be issued upon conversion of or in exchange for debt securities, depositary shares and preferred stock that provide for conversion or exchange, upon exercise of purchase contracts, warrants and rights or pursuant to the antidilution provisions of any registered securities. For so long as the Registrant’s public float remains below $75,000,000, the Registrant will limit its issuance of securities in any twelve month calendar period to an aggregate market value (determined as of the time of issuance of that security) not in excess of one-third of the aggregate market value of all voting and non-voting common equity held by non-affiliates of the registrant in compliance with General Instruction I.B.6 of Form S-3. |
(2) | Omitted pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). |
(3) | The proposed maximum aggregate offering price has been estimated solely for the purpose of determining the registration fee in accordance with Rule 457(o) under the Securities Act. |
(4) | Each depositary share will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt. |
(5) | Each purchase contract may obligate the Registrant to sell, and the holder thereof to purchase, an indeterminate number of shares of common stock or preferred stock or other securities registered hereby. |
(6) | Warrants will represent rights to purchase debt securities, preferred stock, depositary shares, common stock or other securities or property. |
(7) | Rights will represent rights to purchase shares of common stock or other securities. |
(8) | Any securities registered hereunder may be sold as units with other securities registered hereunder. Each unit will be issued under a unit agreement and will represent an interest in two or more securities, which may or may not be separable from one another. |
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| | Page | |
| | ||
ABOUT THIS PROSPECTUS | | | 1 |
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY | | | 2 |
IMPLICATIONS OF BEING A CONTROLLED COMPANY | | | 2 |
CAUTIONARY NOTE REGARD FORWARD-LOOKING STATEMENT | | | 3 |
WHERE YOU CAN FIND MORE INFORMATION | | | 4 |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE | | | 5 |
ABOUT BANK7 CORP. | | | 6 |
PROSPECTUS SUMMARY | | | 7 |
RISK FACTORS | | | 9 |
USE OF PROCEEDS | | | 9 |
DESCRIPTION OF COMMON STOCK | | | 10 |
DESCRIPTION OF PREFERRED STOCK | | | 11 |
DESCRIPTION OF DEBT SECURITIES | | | 13 |
DESCRIPTION OF DEPOSITARY SHARES | | | 22 |
DESCRIPTION OF PURCHASE CONTRACTS | | | 24 |
DESCRIPTION OF WARRANTS | | | 24 |
DESCRIPTION OF RIGHTS | | | 26 |
DESCRIPTION OF UNITS | | | 26 |
PLAN OF DISTRIBUTION | | | 27 |
SELLING SECURITYHOLDERS | | | 28 |
LEGAL MATTERS | | | 28 |
EXPERTS | | | 28 |
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• | we may present as few as two years of audited financial statements and two years of related management discussion and analysis of financial condition and results of operations; |
• | we are exempt from the requirement to obtain an attestation and report from our auditors on management’s assessment of our internal control over financial reporting under the Sarbanes-Oxley Act of 2002; |
• | we are permitted to provide less extensive disclosure about our executive compensation arrangements; and |
• | we are not required to give our shareholders non-binding advisory votes on executive compensation or golden parachute arrangements. |
• | that a majority of our board of directors consists of “independent directors,” as defined under NASDAQ rules; |
• | that director nominations are selected, or recommended for the board of directors’ selection, by either (i) the independent directors constituting a majority of the board of directors’ independent directors in a vote in which only independent directors participate, or (ii) a nominating and corporate governance committee that is composed entirely of independent directors; and |
• | that we have a compensation committee that is composed entirely of independent directors. |
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• | our ability to effectively execute our expansion strategy and manage our growth, including identifying and consummating suitable acquisitions; |
• | business and economic conditions, particularly those affecting our market areas of Oklahoma, the Dallas/Fort Worth metropolitan area and Kansas, including a decrease in or the volatility of oil and gas prices or agricultural commodity prices within the region; |
• | the geographic concentration of our markets in Oklahoma, the Dallas/Fort Worth metropolitan area and Kansas; |
• | high concentrations of loans secured by real estate located in our market areas; |
• | risks associated with our commercial loan portfolio, including the risk for deterioration in value of the general business assets that secure such loans; |
• | risks related to the significant amount of credit that we have extended to a limited number of borrowers; |
• | our ability to maintain our reputation; |
• | our ability to successfully manage our credit risk and the sufficiency of our allowance; |
• | reinvestment risks associated with a significant portion of our loan portfolio maturing in one year or less; |
• | our ability to attract, hire and retain qualified management personnel; |
• | our dependence on our management team, including our ability to retain executive officers and key employees and their customer and community relationships; |
• | interest rate fluctuations, which could have an adverse effect on our profitability; |
• | competition from banks, credit unions and other financial services providers; |
• | system failures, service denials, cyber-attacks and security breaches; |
• | our ability to maintain effective internal control over financial reporting; |
• | employee error, fraudulent activity by employees or customers and inaccurate or incomplete information about our customers and counterparties; |
• | increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all; |
• | costs and effects of litigation, investigations or similar matters to which we may be subject, including any effect on our reputation; |
• | severe weather, acts of god, acts of war or terrorism; |
• | impact of COVID-19, the coronavirus, on the United States economy, particularly the hospitality industry; |
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• | compliance with governmental and regulatory requirements, including the Dodd-Frank Act and others relating to banking, consumer protection, securities and tax matters; |
• | changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, monetary and fiscal matters, including the policies of the Federal Reserve and as a result of initiatives of the Trump administration; and |
• | other factors that are discussed in the section entitled “Risk Factors,” beginning on page 9. |
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• | Our Annual Report on Form 10-K for our fiscal year ended December 31, 2019, filed with the SEC on March 30, 2020; |
• | Our Quarterly Reports on Form 10-Q for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020, filed with the SEC on May 14, 2020, August 14, 2020 and November 16, 2020, respectively; |
• | Our Current Report on Form 8-K filed with the SEC on May 21, 2020; and |
• | The description of our common stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for our fiscal year ended December 31, 2019, filed with the SEC on March 30, 2020. |
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• | the title, designation, stated value, and liquidation preference of such preferred stock and the amount of stock offered; |
• | the offering price; |
• | the dividend rate or rates (or the method of calculation of the same), the date or dates from which dividends will accrue, and whether such dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will commence to cumulate; |
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• | any redemption or sinking fund provisions; |
• | the amount that shares of such series will be entitled to receive in the event of our liquidation, dissolution or winding-up; |
• | the terms and conditions, if any, on which shares of such series will be convertible or exchangeable for shares of our stock of any other class or classes, or other series of the same class; |
• | the voting rights, if any, of shares of such series; |
• | the status as to reissuance or sale of shares of such series redeemed, purchased or otherwise reacquired, or surrendered to us on conversion or exchange; |
• | the conditions and restrictions, if any, on the payment of dividends or on the making of other distributions on, or the purchase, redemption or other acquisition by us or any of our subsidiaries, of the common stock or of any other class of our shares ranking junior to the shares of such series as to dividends or upon liquidation; |
• | the conditions and restrictions, if any, on the creation of indebtedness of us or any of our subsidiaries, or on the issuance of any additional stock ranking on a parity with or prior to the shares of such series as to dividends or upon liquidation; |
• | any additional dividend, liquidation, redemption, sinking or retirement fund and other rights, preferences, privileges, limitations and restrictions of such preferred stock; and |
• | any other rights, preferences, privileges, limitations and restrictions that are not inconsistent with the terms of our charter. |
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• | the title of the debt securities; |
• | the limit, if any, upon the aggregate principal amount or issue price of the debt securities of a series; |
• | ranking of the specific series of debt securities relative to other outstanding indebtedness, including any debt of any of our subsidiaries; |
• | the price or prices at which the debt securities will be issued; |
• | the designation, aggregate principal amount and authorized denominations of the series of debt securities; |
• | the issue date or dates of the series and the maturity date of the series; |
• | whether the debt securities will be issued at par or at a premium over or a discount from their face amount; |
• | the interest rate, if any, and the method for calculating the interest rate and basis upon which interest will be calculated; |
• | the right, if any, to extend interest payment periods and the duration of the extension; |
• | the interest payment dates and the record dates for the interest payments; |
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• | any mandatory or optional redemption terms or prepayment, conversion, sinking fund or exchangeability or convertibility provisions; |
• | the currency of denomination of the securities; |
• | the place where we will pay principal, premium, if any, and interest, if any, and the place where the debt securities may be presented for transfer; |
• | if payments of principal (or premium, if any) or interest, if any, on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined; |
• | if other than denominations of $1,000 or multiples of $1,000, the denominations the debt securities will be issued in; |
• | whether the debt securities will be issued in the form of global securities or certificates; |
• | the applicability of additional provisions, if any, relating to the defeasance of the debt securities; |
• | the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the entire principal amount; |
• | the currency or currencies, if other than the currency of the United States, in which principal and interest will be paid; |
• | the dates on which premium, if any, will be paid; |
• | any addition to or change in the “Event of Default” described under the caption “Events of Default and Remedies” below or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities; |
• | any addition to or change in the covenants described in this prospectus or in the indenture with respect to the debt securities; |
• | our right, if any, to defer payment of interest and the maximum length of this deferral period; and |
• | other specific terms, including any additional events of default or covenants. |
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• | the conversion or exchange price; |
• | the conversion or exchange period; |
• | provisions regarding our ability or the ability of the holder to convert or exchange the debt securities; |
• | events requiring adjustment to the conversion or exchange price; and |
• | provisions affecting conversion or exchange in the event of our redemption of the debt securities. |
• | either we are the continuing corporation or the successor corporation or the successor entity which acquires by sale, lease, or conveyance substantially all of our and our subsidiaries’ assets is a corporation, limited liability company, partnership or trust organized under the laws of the United States, any state thereof, or the District of Columbia, and expressly assumes the due and punctual payment of the principal of, and |
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• | immediately after giving effect to such transactions, no Event of Default described under the caption “Events of Default and Remedies” below, or event which, after notice or lapse of time or both would become an Event of Default, has happened and is continuing; and |
• | we have delivered to the trustee an officers’ certificate and an opinion of counsel each stating that such transaction and such supplemental indenture comply with the indenture provisions relating to merger, consolidation, or sale, lease, or conveyance of assets, as applicable. |
(1) | default in paying interest on the debt securities when it becomes due and the default continues for a period of 30 days or more; |
(2) | default in paying principal of or premium, if any, on the debt securities when due; |
(3) | default is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes due, and such default continues for 30 days or more; |
(4) | default in the performance, or breach, of any covenant or warranty in the indentures (other than defaults specified in clause (1), (2) or (3) above) and the default or breach continues for a period of 60 days or more after we receive written notice of such default or breach from the trustee or we and the trustee receive notice from the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the series; |
(5) | certain events of bankruptcy, insolvency, reorganization, administration or similar proceedings with respect to us have occurred; and |
(6) | any other Event of Default provided for with respect to debt securities of that series that is set forth in the applicable prospectus supplement accompanying this prospectus. |
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• | evidence a successor to the trustee; |
• | cure ambiguities, defects, or inconsistencies; |
• | provide for the assumption of our obligations in the case of a merger or consolidation or transfer of all or substantially all of our assets that complies with certain covenants specified in the indenture; |
• | make any change that would provide any additional rights or benefits to the holders of the debt securities of a series; |
• | add guarantors or co-obligors with respect to the debt securities of any series; |
• | secure the debt securities of a series; |
• | establish the form or forms of debt securities of any series; |
• | add additional Events of Default with respect to the debt securities of any series; |
• | add additional provisions as may be expressly permitted by the Trust Indenture Act; |
• | maintain the qualification of the indenture under the Trust Indenture Act; or |
• | make any change that does not adversely affect in any material respect the interests of any holder. |
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• | change the maturity date or the stated payment date of any payment of premium or interest payable on the debt securities; |
• | reduce the principal amount, or extend the fixed maturity, of the debt securities; |
• | change the method of computing the amount of principal of or any interest on any debt security; |
• | change or waive the redemption or repayment provisions of the debt securities; |
• | change the currency in which principal, any premium or interest is paid or the place of payment; |
• | reduce the percentage in principal amount outstanding of debt securities of any series which must consent to an amendment, supplement or waiver or consent to take any action; |
• | impair the right to institute suit for the enforcement of any payment on the debt securities; |
• | waive a payment default with respect to the debt securities; |
• | reduce the interest rate or extend the time for payment of interest on the debt securities; |
• | adversely affect the ranking or priority of the debt securities of any series; or |
• | release any guarantor or co-obligor from any of its obligations under its guarantee or the indenture, except in compliance with the terms of the indenture. |
• | either: |
• | all debt securities of any series issued that have been authenticated and delivered have been delivered to the trustee for cancellation; or |
• | all the debt securities of any series issued that have not been delivered to the trustee for cancellation have become due and payable, will become due and payable within one year, or are to be called for redemption within one year and we have made arrangements satisfactory to the trustee for the giving of notice of redemption by such trustee in our name and at our expense, and in each case, we have irrevocably deposited or caused to be deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities; and |
• | we have paid or caused to be paid all other sums then due and payable under such indenture; and |
• | we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent under such indenture relating to the satisfaction and discharge of the indenture have been complied with. |
• | the rights of holders of the debt securities to receive principal, interest, and any premium when due; |
• | our obligations with respect to the debt securities concerning issuing temporary debt securities, registration of transfer of debt securities, mutilated, destroyed, lost, or stolen debt securities and the maintenance of an office or agency for payment for security payments held in trust; |
• | the rights, powers, trusts, duties, and immunities of the trustee; and |
• | the defeasance provisions of the indenture. |
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• | we must irrevocably have deposited or caused to be deposited with the trustee as trust funds, specifically pledged as security for, and dedicated solely to, the benefits of the holders of the debt securities of a series: |
• | money in an amount; or |
• | United States government obligations (or equivalent government obligations in the case of debt securities denominated in other than United States dollars or a specified currency) that will provide, not later than one day before the due date of any payment, money in an amount; or |
• | a combination of money and United States government obligations (or equivalent government obligations, as applicable); |
• | in each case sufficient, in the written opinion (with respect to United States or equivalent government obligations or a combination of money and United States or equivalent government obligations, as applicable) of a nationally recognized firm of independent public accountants, to pay and discharge, and which will be applied by the trustee to pay and discharge, all of the principal (including mandatory sinking fund payments), interest and any premium at due date or maturity; |
• | in the case of legal defeasance, we have delivered to the trustee an opinion of counsel stating that, under then applicable federal income tax law, the holders of the debt securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of the deposit, defeasance, and discharge to be effected and will be subject to the same federal income tax as would be the case if the deposit, defeasance, and discharge did not occur; |
• | in the case of covenant defeasance, we have delivered to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain, or loss for federal income tax purposes as a result of the deposit and covenant defeasance to be effected and will be subject to the same federal income tax as would be the case if the deposit and covenant defeasance did not occur; |
• | no Event of Default or default with respect to the outstanding debt securities of that series has occurred and is continuing at the time of such deposit after giving effect to the deposit or, in the case of legal defeasance, no default relating to bankruptcy or insolvency has occurred and is continuing at any time on or before the 91st day after the date of such deposit, it being understood that this condition is not deemed satisfied until after the 91st day; |
• | the legal defeasance or covenant defeasance will not cause the trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all debt securities of a series were in default within the meaning of such act; |
• | the legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which we are a party; |
• | if prior to the stated maturity date, notice will have been given in accordance with the provisions of the indenture; |
• | the legal defeasance or covenant defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such act or exempt from registration; and |
• | we have delivered to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent with respect to the legal defeasance or covenant defeasance have been complied with. |
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• | all outstanding depositary shares have been redeemed; or |
• | there has been a final distribution in respect of the preferred stock in connection with any liquidation, dissolution, or winding-up of the Company, and such distribution has been distributed to the holders of depositary receipts. |
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• | the title of the warrants; |
• | the designation, amount and terms of the securities for which the warrants are exercisable and the procedures and conditions relating to the exercise of such warrants; |
• | the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each such security; |
• | the price or prices at which the warrants will be issued; |
• | the aggregate number of warrants; |
• | any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; |
• | the price or prices at which the securities purchasable upon exercise of the warrants may be purchased; |
• | if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable; |
• | if applicable, a discussion of the material United States federal income tax considerations applicable to the warrants; |
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• | the terms, procedures and limitations relating to the exchange and exercise of the warrants; |
• | the date on which the right to exercise the warrants will commence and the date on which the right will expire; |
• | if applicable, the maximum or minimum number of warrants which may be exercised at any time; |
• | the identity of the warrant agent; |
• | any mandatory or optional redemption provision; |
• | whether the warrants are to be issued in registered or bearer form; |
• | whether the warrants are extendible and the period or periods of such extendibility; |
• | information with respect to book-entry procedures, if any; and |
• | any other applicable terms of the warrants. |
• | to cure any ambiguity; |
• | to correct or supplement any provision which may be defective or inconsistent with any other provisions; or |
• | to add new provisions regarding matters or questions that we and the warrant agent deem necessary or desirable to address and which do not adversely affect the interests of the warrant holders. |
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• | the price, if any, for the rights; |
• | the exercise price payable for each share of our common stock or preferred stock upon the exercise of the rights; |
• | the number of rights issued to each holder; |
• | the number and terms of shares of our common stock or preferred stock which may be purchased per each right; |
• | the extent to which the rights are transferable; |
• | any provisions for adjustment of the number or amount of securities receivable upon exercise of the rights or the exercise price of the rights; |
• | any other terms of the rights, including the terms, procedures and limitations relating to the exchange and exercise of the rights; |
• | the date on which the right to exercise the rights will commence, and the date on which the rights will expire; |
• | the extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities; and |
• | if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of rights. |
• | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
• | any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; |
• | the terms of the unit agreement governing the units; |
• | United States federal income tax considerations relevant to the units; and |
• | whether the units will be issued in fully registered global form. |
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• | through agents; |
• | to or through underwriters; |
• | through dealers; and |
• | directly by us to purchasers. |
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SEC registration fee | | | $5,455 |
Printing expenses | | | $50,000 |
Legal fees and expenses | | | $150,000 |
Accounting fees and expenses | | | $150,000 |
Miscellaneous expenses | | | $20,000 |
Total | | | $375,455 |
* | Estimated solely for the purposes of this Item. Actual expenses may be more or less, depending on the number of offerings, the nature of the offerings and the type of security. |
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Exhibit Number | | | Description |
**1.1 | | | Form of Underwriting Agreement for any offering of securities |
| | Amended and Restated Certificate of Incorporation of Bank7 Corp. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 24, 2018 (File No. 333-227010) | |
| | Amended and Restated Bylaws of Bank7 Corp. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 24, 2018 (File No. 333-227010) | |
| | Specimen common stock certificate of Bank7 Corp. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 10, 2018 (File No. 333-227010) | |
**4.2 | | | Certificate of Designation, Rights and Preferences of the Preferred Stock |
| | Form of Indenture for Senior Debt Securities | |
| | Form of Indenture for Subordinated Debt Securities | |
**4.5 | | | Form of Deposit Agreement for Depository Shares |
**4.6 | | | Form of Purchase Contract |
**4.7 | | | Form of Warrant Agreement |
**4.8 | | | Form of Warrant Certificate |
**4.9 | | | Form of Unit Agreement |
| | Opinion of McAfee & Taft A Professional Corporation | |
| | Consent of BKD, LLP | |
| | Consent of McAfee & Taft A Professional Corporation (included in Exhibit 5.1) | |
| | Powers of Attorney (included in signature pages) |
* | Previously filed with the Company’s registration statement on Form S-3 filed on November 16, 2020 (File No. 333-250102) |
** | To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8-K or other SEC filing in connection with an offering of securities. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
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(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
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(1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
TABLE OF CONTENTS
| | Bank7 Corp. | ||||
| | | | |||
| | By: | | | /s/ Thomas L. Travis | |
| | | | Thomas L. Travis | ||
| | | | President and Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
* | | | Chairman; Director | | | November 24, 2020 |
William B. Haines | | | | | ||
| | | | |||
/s/ Thomas L. Travis | | | President and Chief Executive Officer; Director (principal executive officer) | | | November 24, 2020 |
Thomas L. Travis | | | ||||
| | | | |||
/s/ Kelly J. Harris | | | Senior Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) | | | November 24, 2020 |
Kelly J. Harris | | | ||||
| | | | |||
* | | | Vice Chairman | | | November 24, 2020 |
Charles W. Brown | | | | |||
| | | | |||
* | | | Director | | | November 24, 2020 |
William M. Buergler | | | | |||
| | | | |||
* | | | Director | | | November 24, 2020 |
John T. Phillips | | | | | ||
| | | | |||
* | | | Director | | | November 24, 2020 |
Gary D. Whitcomb | | | | | ||
| | | | |||
* | | | Director | | | November 24, 2020 |
Lonny D. Wilson | | | | | ||
| | | | |||
* | | | Director | | | November 24, 2020 |
J. Michael Sanner | | | | |
* By | | | /s/ Kelly J. Harris | | | |
| | Kelly J. Harris | | | ||
| | Attorney-in-Fact | | |