Amendment: California BanCorp filed SEC Form 8-K: Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

$BCAL
Major Banks
Finance
Get the next $BCAL alert in real time by email
true 0001795815 California BanCorp \ CA 0001795815 2024-07-31 2024-07-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

 

 

 

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 31, 2024

 

 

 

CALIFORNIA BANCORP

(Exact name of registrant as specified in its charter)

 

 

 

California   001-41684   84-3288397

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

12265 El Camino Real, Suite 210        
San Diego, California       92310
(Address of principal executive offices)       (Zip Code)

 

(844) 265-7622

(Registrant’s telephone number, including area code)

 

N/A

(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   BCAL   The Nasdaq Stock Market LLC

 

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).

 

Emerging growth company

 

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.

 

 

 

 
 

 

Explanatory Note

 

This Amendment No. 1 to Current Report on Form 8-K/A is being filed with the Securities and Exchange Commission (the “SEC”) solely to amend and supplement Item 9.01 of the Current Report on Form 8-K (the “Original 8-K”) filed by California BanCorp, formerly known as Southern California Bancorp (the “Company”) on July 31, 2024, reporting under Item 2.01 the completion of the previously announced merger of the predecessor California BanCorp (“CBC”) with and into the Company, with the Company continuing as the surviving corporation. In the Original 8-K, the Company indicated that it would file the financial information required by Item 9.01 of Form 8-K under cover of Form 8-K/A no later than 71 days following the date that the Original 8-K was required to be filed. This amendment is being filed to provide such financial information.

 

The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and CBC would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the merger.

 

No other changes have been made to the Original 8-K.

 

 
 

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Businesses or Funds Acquired.

 

The audited consolidated statements of financial condition of CBC as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for the years ended December 31, 2023 and 2022, and the accompanying notes thereto, as well as the related Independent Auditor’s Reports, are filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

The unaudited consolidated statement of financial condition of CBC as of June 30, 2024, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for the six months ended June 30, 2024 and 2023, and the accompanying notes thereto, are filed as Exhibit 99.2 hereto and incorporated herein by reference.

 

(b) Pro Forma Financial Information.

 

The unaudited pro forma condensed combined financial information of the Company and CBC as of June 30, 2024 and for the six months ended June 30, 2024 and the year ended December 31, 2023 are filed as Exhibit 99.3 hereto and incorporated herein by reference.

 

(d) Exhibits.

 

Exhibit No.   Description
23.1   Consent of Elliott Davis, LLC
23.2   Consent of Crowe LLP
99.1   Audited consolidated financial statements of California BanCorp as of and for the years ended December 31, 2023 and 2022, and the related Independent Auditor’s Reports (incorporated by reference to Part II, Item 8 of California BanCorp’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 21, 2024 (File No. 001-39242))
99.2   Unaudited consolidated financial statements of California BanCorp as of and for the six months ended June 30, 2024 and 2023
99.3   Unaudited pro forma condensed combined financial information as of June 30, 2024 and for the six months ended June 30, 2024 and the year ended December 31, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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.

 

  CALIFORNIA BANCORP
     
Date: October 8, 2024 By: /s/ Steven E. Shelton
    Steven E. Shelton
    Chief Executive Officer

 

 

Get the next $BCAL alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$BCAL

DatePrice TargetRatingAnalyst
More analyst ratings

$BCAL
Press Releases

Fastest customizable press release news feed in the world

See more
  • CALIFORNIA BANCORP REPORTS NET INCOME OF $16.8 MILLION FOR THE FOURTH QUARTER AND $5.4 MILLION FOR THE FULL YEAR OF 2024

    San Diego, Calif., Jan. 29, 2025 (GLOBE NEWSWIRE) -- California BanCorp ("us," "we," "our," or the "Company") (NASDAQ:BCAL), the holding company for California Bank of Commerce, N.A. (the "Bank") announces its consolidated financial results for the fourth quarter and full year of 2024. The Company reported net income of $16.8 million, or $0.51 per diluted share, for the fourth quarter of 2024, compared to a net loss of $16.5 million, or $0.59 per diluted share for the third quarter of 2024, and net income of $4.4 million, or $0.24 per diluted share for the fourth quarter of 2023. The Company reported net income of $5.4 million, or $0.22 per diluted share, for the full year of 2024, compar

    $BCAL
    Major Banks
    Finance
  • California Bank of Commerce Names Jerry Legg Director of Public Sector Banking

    San Diego, Calif., Nov. 14, 2024 (GLOBE NEWSWIRE) -- California Bank of Commerce, N.A. (the "Bank"), the wholly owned subsidiary of California BanCorp (NASDAQ:BCAL), announces the appointment of Jerry Legg as Senior Vice President, Director of Public Sector Banking, effective November 12, 2024. Legg will report to Executive Vice President, Specialty Banking Manager Chris Barr and serve out of the Bank's Sacramento office. "We're excited to welcome Jerry to the CBC family," said Chris Barr, Executive Vice President, Specialty Banking Manager for the Bank. "He brings more than 30 years of experience in public sector banking and a proven track record of developing and maintaining banking rel

    $BCAL
    Major Banks
    Finance
  • CALIFORNIA BANCORP REPORTS FINANCIAL RESULTS FOR THE THIRD QUARTER OF 2024

    San Diego, Calif., Oct. 29, 2024 (GLOBE NEWSWIRE) -- California BanCorp ("us," "we," "our," or the "Company") (NASDAQ:BCAL), the holding company for California Bank of Commerce, N.A. (the "Bank") announces its consolidated financial results for the third quarter of 2024. The Company reported net loss of $16.5 million for the third quarter of 2024, or $0.59 diluted loss per share, compared to net income of $190 thousand, or $0.01 per diluted share in the second quarter of 2024, and $6.6 million, or $0.35 per diluted share in the third quarter of 2023. "As we previously reported, the merger of Southern California Bancorp and California BanCorp closed on July 31, 2024, and I am pleased to a

    $BCAL
    Major Banks
    Finance

$BCAL
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$BCAL
SEC Filings

See more

$BCAL
Leadership Updates

Live Leadership Updates

See more
  • California Bank of Commerce Names Jerry Legg Director of Public Sector Banking

    San Diego, Calif., Nov. 14, 2024 (GLOBE NEWSWIRE) -- California Bank of Commerce, N.A. (the "Bank"), the wholly owned subsidiary of California BanCorp (NASDAQ:BCAL), announces the appointment of Jerry Legg as Senior Vice President, Director of Public Sector Banking, effective November 12, 2024. Legg will report to Executive Vice President, Specialty Banking Manager Chris Barr and serve out of the Bank's Sacramento office. "We're excited to welcome Jerry to the CBC family," said Chris Barr, Executive Vice President, Specialty Banking Manager for the Bank. "He brings more than 30 years of experience in public sector banking and a proven track record of developing and maintaining banking rel

    $BCAL
    Major Banks
    Finance
  • California Bank of Commerce Names Michele Wirfel Chief Operating Officer

    San Diego, Calif., Sept. 26, 2024 (GLOBE NEWSWIRE) -- California Bank of Commerce, N.A. (the "Bank"), the wholly owned subsidiary of California BanCorp (the "Company") (NASDAQ:BCAL), announces the promotion of Michele Wirfel to Executive Vice President, Chief Operating Officer of the Company and Bank as of September 20, 2024. Wirfel succeeds Thomas Sa who has stepped down to pursue opportunities outside the organization. Wirfel will report to Chief Executive Officer Steven Shelton and serve out of the Bank's Walnut Creek office. "I am pleased to announce the appointment of Michele Wirfel to Chief Operating Officer," said Steven Shelton, Chief Executive Officer of California Bank of Comm

    $BCAL
    Major Banks
    Finance
  • Bank of Southern California Announces the Hiring of Three Seasoned Commercial Lenders

    San Diego, Calif., July 08, 2024 (GLOBE NEWSWIRE) -- Bank of Southern California, N.A. ("us," "we," "our," or the "Bank"), the wholly owned subsidiary of Southern California Bancorp (NASDAQ:BCAL), announces it has hired a team of three seasoned commercial lenders. The team includes Ayub Kathrada, named Executive Vice President, Regional Manager; Dayana McAlister, named Senior Vice President, Relationship Manager Team Lead; and Ayaz Dadabhoy, named First Vice President, Portfolio Manager. The team will service the greater Los Angeles region out of the Bank's Cerritos office and report to Executive Vice President Sam Kunianski. "We are delighted to welcome the team of Ayub, Dayana and Aya

    $BCAL
    Major Banks
    Finance

$BCAL
Financials

Live finance-specific insights

See more
  • CALIFORNIA BANCORP REPORTS NET INCOME OF $16.8 MILLION FOR THE FOURTH QUARTER AND $5.4 MILLION FOR THE FULL YEAR OF 2024

    San Diego, Calif., Jan. 29, 2025 (GLOBE NEWSWIRE) -- California BanCorp ("us," "we," "our," or the "Company") (NASDAQ:BCAL), the holding company for California Bank of Commerce, N.A. (the "Bank") announces its consolidated financial results for the fourth quarter and full year of 2024. The Company reported net income of $16.8 million, or $0.51 per diluted share, for the fourth quarter of 2024, compared to a net loss of $16.5 million, or $0.59 per diluted share for the third quarter of 2024, and net income of $4.4 million, or $0.24 per diluted share for the fourth quarter of 2023. The Company reported net income of $5.4 million, or $0.22 per diluted share, for the full year of 2024, compar

    $BCAL
    Major Banks
    Finance
  • CALIFORNIA BANCORP REPORTS FINANCIAL RESULTS FOR THE THIRD QUARTER OF 2024

    San Diego, Calif., Oct. 29, 2024 (GLOBE NEWSWIRE) -- California BanCorp ("us," "we," "our," or the "Company") (NASDAQ:BCAL), the holding company for California Bank of Commerce, N.A. (the "Bank") announces its consolidated financial results for the third quarter of 2024. The Company reported net loss of $16.5 million for the third quarter of 2024, or $0.59 diluted loss per share, compared to net income of $190 thousand, or $0.01 per diluted share in the second quarter of 2024, and $6.6 million, or $0.35 per diluted share in the third quarter of 2023. "As we previously reported, the merger of Southern California Bancorp and California BanCorp closed on July 31, 2024, and I am pleased to a

    $BCAL
    Major Banks
    Finance
  • SOUTHERN CALIFORNIA BANCORP REPORTS FINANCIAL RESULTS FOR THE SECOND QUARTER OF 2024

    San Diego, Calif., July 29, 2024 (GLOBE NEWSWIRE) -- Southern California Bancorp ("us," "we," "our," or the "Company") (NASDAQ:BCAL), the holding company for Bank of Southern California, N.A. (the "Bank") announces its consolidated financial results for the second quarter of 2024. The Company reported net income of $190 thousand for the second quarter of 2024, or $0.01 per diluted share, compared to net income of $4.9 million, or $0.26 per diluted share in the first quarter of 2024, and $6.7 million, or $0.36 per diluted share in the second quarter of 2023. "Our second quarter of 2024 financial results were impacted by the sale of other real estate owned ("OREO") properties that

    $BCAL
    Major Banks
    Finance

$BCAL
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more