11/24/2021 | Press release | Distributed by Public on 11/24/2021 15:43
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Oklahoma
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20-0764349
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering Price
Per Unit(2)
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Proposed Maximum
Aggregate
Offering Price(2)
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Amount of
Registration
Fee(2)
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Common Stock, par value $0.01 per share
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5,758,240
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$25.625
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$147,554,900.00
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$13,678.34
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(1)
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Pursuant to Rule 416(a) under the Securities Act, the common stock being registered for the selling shareholders named herein includes such indeterminate number of shares of common stock as may be issuable as a result of stock splits, share dividends or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended, on the basis of the average of the high and low sales price of a share of the common stock of Bank7 Corp. as reported on the NASDAQ Global Select Market on November 23, 2021.
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ABOUT THIS PROSPECTUS
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1
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IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY
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1
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IMPLICATIONS OF BEING A CONTROLLED COMPANY
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1
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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2
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WHERE YOU CAN FIND MORE INFORMATION
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3
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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4
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ABOUT BANK7 CORP.
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5
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RISK FACTORS
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5
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USE OF PROCEEDS
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6
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SELLING SHAREHOLDERS
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7
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DESCRIPTION OF COMMON STOCK
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8
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PLAN OF DISTRIBUTION
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10
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LEGAL MATTERS
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11
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EXPERTS
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11
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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;
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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;
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we are permitted to provide less extensive disclosure about our executive compensation arrangements; and
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we are not required to give our shareholders non-binding advisory votes on executive compensation or golden parachute arrangements.
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that a majority of our board of directors consists of "independent directors," as defined under Nasdaq rules;
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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
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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;
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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;
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the geographic concentration of our markets in Oklahoma, the Dallas/Fort Worth metropolitan area and Kansas;
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high concentrations of loans secured by real estate and energy located in our market areas;
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risks associated with our commercial loan portfolio, including the risk for deterioration in value of the general business assets that secure such loans;
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risks related to the significant amount of credit that we have extended to a limited number of borrowers;
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our ability to maintain our reputation;
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our ability to successfully manage our credit risk and the sufficiency of our allowance;
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reinvestment risks associated with a significant portion of our loan portfolio maturing in one year or less;
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our ability to attract, hire and retain qualified management personnel;
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our dependence on our management team, including our ability to retain executive officers and key employees and their customer and community relationships;
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interest rate fluctuations, which could have an adverse effect on our profitability;
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competition from banks, credit unions and other financial services providers;
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system failures, service denials, cyber-attacks and security breaches;
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our ability to maintain effective internal control over financial reporting;
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employee error, fraudulent activity by employees or customers and inaccurate or incomplete information about our customers and counterparties;
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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;
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costs and effects of litigation, investigations or similar matters to which we may be subject, including any effect on our reputation;
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severe weather, acts of god, acts of war, pandemics or terrorism;
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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 and Wall Street Consumer Protection Act and other regulations relating to banking, consumer protection, securities and tax matters;
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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 Biden administration; and
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other factors that are discussed in the section entitled "Risk Factors," beginning on page 5.
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Our Annual Report on Form 10-K for our fiscal year ended December 31, 2020, filed with the SEC on March 25, 2021, including the information in our proxy statement that is part of our Schedule 14A filed with the SEC on April 9, 2021, that is incorporated by reference in that Annual Report on Form 10-K;
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Our Quarterly Reports on Form 10-Q for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021, filed with the SEC on May 11, 2021, August 13, 2021, and November 5, 2021, respectively;
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Our Current Reports on Form 8-K filed with the SEC on January 27, 2021, March 31, 2021, May 24, 2021, and October 7, 2021; and
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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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Shares of common stock
Beneficially Owned
Prior to the Offering
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Shares of
common stock
Offered Hereby
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Shares of common stock
Beneficially Owned After
Completion of the Offering(1)
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Selling shareholders:
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Number
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Percentage
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Number
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Percentage
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William Bradford Haines Financial Services Trust
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2,896,512
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31.9%
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2,896,512
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-
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Lisa K. Haines Financial Services Trust
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1,430,864
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15.8%
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1,430,864
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-
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-
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Julee S. Lawrence Financial Services Trust
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1,430,864
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15.8%
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1,430,864
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-
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-
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(1)
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Assumes the selling shareholders sell all of the shares of common stock beneficially owned and do not acquire beneficial ownership of any additional shares of our common stock.
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on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale, which is currently the Nasdaq,
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in the over-the-counter market,
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in transactions otherwise than on such exchanges or services or in the over-the-counter market,
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers,
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction,
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account,
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an exchange distribution in accordance with the rules of the applicable exchange,
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privately negotiated transactions,
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sales pursuant to Rule 144,
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broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share,
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a combination of any such methods of sale, and
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any other method permitted pursuant to applicable law not involving certain hedging or short sales.
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the specific shares of common stock to be offered and sold;
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the respective purchase prices and public offering prices and other material terms of the offering;
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the names of any participating agents, broker-dealers or underwriters; and
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any applicable commissions, discounts, concessions and other items constituting compensation from the selling shareholders.
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Item 14.
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Other Expenses of Issuance and Distribution.
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SEC registration fee
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$13,678.34
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Printing expenses
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*
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Legal fees and expenses
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*
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Accounting fees and expenses
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*
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Miscellaneous expenses
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*
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Total
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$*
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Item 15.
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Indemnification of Directors and Officers.
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Item 16.
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Exhibits.
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Exhibit
Number
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Description
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**1.1
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Form of Underwriting Agreement
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Amended and Restated Certificate of Incorporation of Bank7 Corp. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 24, 2021)
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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)
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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)
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Description of Securities Registered Under the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed with the SEC on March 30, 2020)
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*5.1
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Opinion of McAfee & Taft A Professional Corporation
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*23.1
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Consent of BKD LLP
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*23.3
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Consent of McAfee & Taft A Professional Corporation (included in Exhibit 5.1)
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*24.1
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Powers of Attorney (included in signature pages)
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*
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Filed herewith
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**
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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.
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Item 17.
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Undertakings.
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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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;
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(iii)
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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)
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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.
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(3)
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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.
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(4)
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That, for the purpose of determining liability under the Securities Act to any purchaser:
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(i)
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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
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(ii)
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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.
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(5)
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That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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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;
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(iii)
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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
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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Bank7 Corp.
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By:
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/s/ Thomas L. Travis
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Thomas L. Travis
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ William B. Haines
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William B. Haines
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Chairman; Director
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November 24, 2021
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/s/ Thomas L. Travis
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Thomas L. Travis
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President and Chief Executive Officer; Director (principal executive officer)
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November 24, 2021
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/s/ Kelly J. Harris
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Kelly J. Harris
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Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer
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November 24, 2021
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/s/ Charles W. Brown
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Charles W. Brown
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Director
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November 24, 2021
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/s/ William M. Buergler
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William M. Buergler
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Director
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November 24, 2021
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/s/ Teresa L. Dick
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Teresa L. Dick
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Director
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November 24, 2021
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/s/ John T. Phillips
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John T. Phillips
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Director
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November 24, 2021
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/s/ Gary D. Whitcomb
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Gary D. Whitcomb
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Director
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November 24, 2021
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/s/ J. Michael Sanner
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J. Michael Sanner
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Director
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November 24, 2021
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