UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
For the quarterly period ended June 30, 2024
or
For the transition period from _________to________
Commission File Number: 001-36448
(Exact Name of Registrant as specified in its Charter)
| (State or other jurisdiction of | (I.R.S. Employer | |||||||
| Incorporation or organization) | Identification No.) | |||||||
(203 ) 652-0166
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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 per share | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | ☑ | |||||||||
Non-accelerated filer | ¨ | Smaller reporting company | |||||||||
| 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. ¨
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No
As of July 31, 2024, there were 7,856,829 shares of the registrant’s common stock outstanding.
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EXPLANATORY NOTE
Bankwell Financial Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, which was originally filed with the Securities and Exchange Commission on August 7, 2024 (the “Original Filing”), to correct the period of the report date and the signature date on Exhibit 32 (Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) included in the Original Filing. The Edgar processor inadvertently included the Exhibit 32 for the period ending September 30, 2023, which reflected “September 30, 2023” as the Quarterly Report date and "November 8, 2023" as the signature date. Exhibit 32 filed with this Amendment reflects "June 30, 2024" as the Quarterly Report date and "August 8, 2024" as the signature date.
This Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events. Except for the item described above or contained in this Amendment, this Amendment speaks as of the original filing date of the Original Filing, and does not modify, amend or update any other item or disclosures in the Original Filing.
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Item 6. Exhibits
The following exhibits are filed herewith:
| 31.1 | |||||
| 31.2 | |||||
| 32 | |||||
| 101 | The following materials from Bankwell Financial Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2024, formatted in Inline eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. | ||||
| 104 | Cover Page Interactive Data File (formatting in Inline XBRL and contained in Exhibit 101) | ||||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Bankwell Financial Group, Inc. | |||||
| Date: August 8, 2024 | /s/ Christopher R. Gruseke | ||||
| Christopher R. Gruseke | |||||
| President and Chief Executive Officer | |||||
| Date: August 8, 2024 | /s/ Courtney E. Sacchetti | ||||
| Courtney E. Sacchetti | |||||
| Executive Vice President and Chief | |||||
| Financial Officer | |||||
| (Principal Financial Officer) | |||||
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