UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or
| | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended:
Commission File Number:
(Exact name of registrant as specified in its charter)
| | 6029 | Not Applicable | ||
| (Province or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code) | (I.R.S. Employer Identification No.) |
(
(Address and telephone number of registrant’s principal executive offices)
(
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol | Name of Each Exchange On Which Registered: | ||
| | | The | ||
| Common Shares, no par value | VBNK | Toronto Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this form:
| | |
Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.
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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).
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
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EXPLANATORY NOTE
Versabank (the “Bank”) is a Canadian issuer that is permitted, under the multijurisdictional disclosure system adopted in the United States, to prepare this Annual Report on Form 40-F (this “Annual Report”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with Canadian disclosure requirements, which are different from those of the United States. The Bank is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Equity securities of the Bank are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.
PRINCIPAL DOCUMENTS
The following documents are filed as part of this Annual Report:
A. Annual Information Form
For the Bank’s Annual Information Form for the year ended October 31, 2024, see Exhibit 99.1 of this Annual Report.
B. Audited Annual Financial Statements
For the Bank’s Audited Consolidated Financial Statements as at and for the year ended October 31, 2024, including the Report of Independent Registered Public Accounting Firm with respect thereto, see Exhibit 99.2 of this Annual Report.
C. Management’s Discussion and Analysis
For the Bank’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended October 31, 2024 (“MD&A”), see Exhibit 99.3 of this Annual Report.
CONTROLS AND PROCEDURES
A. Certifications
The required disclosure is included in Exhibits 99.5 and 99.6 of this Annual Report.
B. Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that all material information is gathered and reported to senior management, including the Chief Executive Officer and the Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure.
As at October 31, 2024, an internal evaluation was conducted under the supervision of and with the participation of the Bank’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Bank’s “disclosure controls and procedures” as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of the Bank’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed in the reports that the Bank files with or submits to the Securities and Exchange Commission (the “Commission”) is recorded, processed, summarized and reported, within the required time periods and that the information required to be disclosed by the Bank in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Bank’s management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
It should be noted that while the Chief Executive Officer and the Chief Financial Officer believe that the Bank’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Bank’s disclosure controls and procedures will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
C. Management’s Annual Report on Internal Control over Financial Reporting
Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with International Financial Reporting Standards. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Bank.
A Disclosure Committee, consisting of members of senior management, assists the Chief Executive Officer and the Chief Financial Officer in their responsibilities related to the evaluation of the effectiveness of the Bank’s internal control systems and processes. Management’s evaluation of controls can only provide reasonable, not absolute, assurance that all internal control issues that may result in material misstatement, if any, have been detected.
Management assessed the effectiveness of the Bank’s internal control over financial reporting as at October 31, 2024, based on the criteria set forth in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that, as at October 31, 2024, the Bank’s internal control over financial reporting was effective.
D. Attestation Report of the Registered Public Accounting Firm
This Annual Report does not include an attestation report on the internal control over financial reporting of the Bank’s independent registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.”
E. Changes in Internal Control over Financial Reporting
During the year ended October 31, 2024, there were no changes to the Bank’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
AUDIT COMMITTEE FINANCIAL EXPERT
The Bank’s board of directors has determined that Paul G. Oliver, Peter M. Irwin and Robbert-Jan Brabander are serving on its audit committee and are “independent” (as defined by Rule 10A-3 of the Exchange Act and Rule 5605(a)(2) of the Nasdaq Marketplace Rules) and that Paul G. Oliver, Peter M. Irwin and Robbert-Jan Brabander are “audit committee financial experts” (as that term is defined in paragraph 8(b) of General Instruction B to Form 40-F). For a description of Paul G. Oliver’s, Peter M. Irwin’s and Robbert-Jan Brabander’s relevant experience in financial matters, see the biographical descriptions for Paul G. Oliver, Peter M. Irwin and Robbert-Jan Brabander under “Audit Committee” in the Bank’s Annual Information Form for the year ended October 31, 2024, which is filed as Exhibit 99.1 to this Annual Report.
The SEC has indicated that the designation of each of Paul G. Oliver, Peter M. Irwin and Robbert-Jan Brabander as audit committee financial experts does not make them an “expert” for any purpose, impose any duties, obligations or liability on them that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee.
CODE OF ETHICS
The Bank has adopted a code of ethics (the “Code of Conduct,” as the term is defined in paragraph 9(b) of General Instruction B to Form 40-F), which is applicable to all of its directors, managers, officers and employees (including its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing functions). The full text of the Code of Conduct is available on the Bank’s website at https://www.versabank.com/codes-and-commitments.
None of the information provided on the Bank’s website is incorporated into, or deemed to be a part of, this Annual Report, and any references to the Bank’s website are intended to be inactive textual references only.
In the past fiscal year, the Bank has not granted any waiver, including an implicit waiver, from any provision of its Code of Conduct.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The required disclosure is included under the heading “Auditor Fees” and “Pre-Approval Policies and Procedures” in the Bank’s Annual Information Form for the year ended October 31, 2024, filed as Exhibit 99.1 to this Annual Report, and is incorporated herein by reference.
OFF-BALANCE SHEET ARRANGEMENTS
The disclosure provided under the heading “Off-Balance Sheet Arrangements” on page [28] of the Bank’s MD&A, set forth in Exhibit 99.3, is incorporated by reference herein.
CONTRACTUAL OBLIGATIONS
The disclosure provided under the heading “Contractual Obligations” on page [29] of the Bank’s MD&A, set forth in Exhibit 99.3, is incorporated by reference herein.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Bank has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Bank’s audit committee members consist of Paul G. Oliver, Peter M. Irwin and Robbert-Jan Brabander. See “Directors and Officers” and “Audit Committee” in the Bank’s Annual Information Form for the fiscal year ended October 31, 2024, which is filed as Exhibit 99.1 to this Annual Report.
DIFFERENCES IN NASDAQ AND CANADIAN CORPORATE GOVERNANCE REQUIREMENTS
The Bank is a foreign private issuer and its common shares are listed on the Nasdaq Global Select Market (“Nasdaq”).
Nasdaq Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of the requirements of the Rule 5600 Series, the requirement to distribute annual and interim reports set forth in Rule 5250(d), and the Direct Registration Program requirement set forth in Rules 5210(c) and 5255; provided, however, that such a company shall comply with the Notification of Material Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640), have an audit committee that satisfies Rule 5605(c)(3), and ensure that such audit committee’s members meet the independence requirement in Rule 5605(c)(2)(A)(ii).
The Bank does not follow Rule 5605(b)(1), which requires companies to have a majority of the board of directors comprised of independent directors, as defined in Rule 5605(a)(2). In lieu of following Rule 5605(b)(1), the Bank follows the rules of the Toronto Stock Exchange.
The Bank does not follow Rule 5605(b)(2), which requires that independent directors hold regularly scheduled meetings at which only independent directors are present (“executive meetings”). In lieu of following Rule 5605(b)(2), the Bank follows the rules of the Toronto Stock Exchange.
The Bank does not follow Rule 5605(d)(1), which requires companies to adopt a formal written compensation committee charter and have a compensation committee review and reassess the adequacy of the charter on an annual basis. In lieu of following Rule 5605(d)(1), the Bank follows the rules of the Toronto Stock Exchange.
The Bank does not follow Rule 5605(d)(2), which requires companies to have a compensation committee comprised of at least two members, with each member being Independent Director as defined under Rule 5605(a)(2). In lieu of following Rule 5605(d)(2), the Bank follows the rules of the Toronto Stock Exchange.
The Bank does not follow Rule 5605(e)(1), which requires independent director involvement in the selection of director nominees, by having a nominations committee comprised solely of independent directors. In lieu of following Rule 5605(e)(1), the Bank follows the rules of the Toronto Stock Exchange.
The Bank does not follow Rule 5605(e)(2), which requires companies to adopt a formal written charter or board resolution, as applicable, addressing the director nomination process and such related matters as may be required under the federal securities laws. In lieu of following Rule 5605(e)(2), the Bank follows the rules of the Toronto Stock Exchange.
The Bank does not follow Rule 5610, which requires companies to adopt a code of conduct applicable to all directors, officers and employees, which shall be publicly available and comply with the definition of a “code of ethics” set out in Section 406(c) of the Sarbanes-Oxley Act of 2002 and any regulations promulgated thereunder by the SEC. In lieu of following Rule 5610, the Bank follows the rules of the Toronto Stock Exchange.
The Bank does not follow Rule 5620(c) (shareholder quorum) but instead follows its home country practice, as described below:
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Shareholder Meeting Quorum Requirements: The Nasdaq minimum quorum requirement under Rule 5620(c) for a shareholder meeting is 33-1/3% of the outstanding shares of common stock. In addition, a registrant listed on Nasdaq is required to state its quorum requirement in its by-laws. The Bank’s quorum requirement is set forth in its by-laws. A quorum for a meeting of shareholders of the Bank is two shareholders or proxyholders that hold or represent, as applicable, not less than 25 percent of the issued and outstanding shares entitled to be voted at the meeting. |
The foregoing is consistent with the laws, customs and practices in Canada.
FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report are forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. Please see “Caution Regarding Forward Looking Information” in the Annual Information Form of the Bank for the year ended October 31, 2024, filed as Exhibit 99.1 to this Annual Report for a discussion of risks, uncertainties, and assumptions that could cause actual results to vary from those forward-looking statements.
UNDERTAKING
The Bank undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
DISCLOSURE PURSUANT TO SECTION 13(r) OF THE SECURITIES EXCHANGE ACT OF 1934
In accordance with Section 13(r) of the Exchange Act, we are required to disclose certain Iran-related activities. We maintain a robust economic sanctions compliance program which monitors compliance with economic sanctions requirements in the jurisdictions in which we operate and we believe we have been in compliance with relevant economic sanctions legislation throughout fiscal year 2024.
CONSENT TO SERVICE OF PROCESS
The Bank has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises. Any change to the name or address of the Bank’s agent for service shall be communicated promptly to the SEC by amendment to Form F-X referencing the file number of the Bank.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Bank certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
| VERSABANK |
||
| By: |
/s/ Brent T. Hodge |
|
| Name: |
Brent T. Hodge |
|
| Title: |
SVP, General Counsel & Corporate Secretary |
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Date: December 9, 2024
INDEX TO EXHIBITS
| Exhibit No. |
Exhibit |
|
| 99.1 |
Annual Information Form for the year ended October 31, 2024. |
|
| 99.2 |
Consolidated Financial Statements as at and for the years ended October 31, 2024 and 2023. |
|
| 99.3 |
||
| 99.4 |
||
| 99.5 |
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| 99.6 |
||
| 101.INS |
Inline XBRL Instance Document |
|
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
|
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
| 101.DEF |
Inline XBRL Taxonomy Extension Definitions Linkbase Document |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |