Amendment: Capital Bancorp Inc. filed SEC Form 8-K: Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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, 2024

(Exact name of registrant as specified in its charter)

 

 

(Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone number, including area code

(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 obligations of the registrant under any of the following provisions:

 

 

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.   ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

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Explanatory Note

 

On October 1, 2024, Capital Bancorp, Inc. (the “Company”) completed its previously announced merger (the “Merger”) with Integrated Financial Holdings, Inc. (“IFHI”), pursuant to which IFHI merged with and into the Company, with the Company as the surviving entity. This Current Report Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed on October 1, 2024 to present certain financial statements and certain pro forma financial information in connection with the Merger that are required by Items 9.01(a) and 9.01(b), respectively, of Form 8-K.

 

 

 

IFHI’s audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 and unaudited consolidated financial statements as of and for the nine months ended September 30, 2024 are incorporated by reference to Exhibit 99.1 and Exhibit 99.2 of this Form 8-K/A.

 

 

The following unaudited pro forma combined condensed consolidated financial information giving effect to the Merger is filed as the applicable exhibits attached hereto:

 

 

 

Not applicable.

 

 

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.

 

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