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8_ka_Aug_1_2023
0001458412 TRUE 0001458412 2023-04-21 2023-04-21
 
 
 
 
 
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
April 21, 2023
 
Date of Report (date of earliest event reported)
CROSSFIRST BANKSHARES, INC.
 
(Exact name of registrant as specified in its charter)
Kansas
001-39028
26-3212879
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
11440 Tomahawk Creek Parkway
Leawood
Kansas
(Address of Principal Executive Offices)
66211
(Zip Code)
(
913
)
901-4516
 
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 (see General Instruction A.2. below):
☐
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, par value $0.01 per share
CFB
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 the Current Report on Form 8-K (this "Amendment") is being filed by CrossFirst Bankshares, Inc. (the
"Company") for the purpose of amending and supplementing Item 3.02 of that certain Current Report on Form 8-K originally filed by
the Company with the U.S. Securities and Exchange Commission on April 21, 2023 (the "Original Form 8-K"). This Amendment is
being filed to provide the total number of shares of the Company's common stock that were issued as merger consideration in
connection with the Company's acquisition of Canyon Bancorporation, Inc. and its wholly owned subsidiary Canyon Community
Bank, N.A. (the "Canyon Acquisition"). No other changes have been made to the Original Form 8-K.
Item 3.02.
Unregistered Sales of Equity Securities.
The information set forth in Item 3.02 of the Original Form 8-K is hereby supplemented
 
as follows:
On August
 
1,
 
2023,
 
the
 
Company
 
closed
 
the
 
Canyon Acquisition
 
and
 
issued
 
597,645
 
shares
 
of
 
its
 
common
 
stock
 
to
 
target
stockholders as
 
partial merger
 
consideration.
 
The shares
 
of common
 
stock issued
 
as partial
 
merger consideration
 
were not
 
registered
under
 
the
 
Securities
 
Act
 
of
 
1933,
 
as
 
amended
 
(the
 
"Securities Act"),
 
in
 
reliance
 
on
 
the
 
exemption
 
from
 
registration
 
provided
 
by
Section 4(a)(2) of the Securities Act and/or
 
Regulation D promulgated thereunder
 
and were issued in compliance
 
with such exemption
only to "accredited investors."
Item 9.01.
 
Financial Statements and Exhibits.
(d)
Exhibits
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements
 
of the Securities and
 
Exchange Act of 1934, the Registrant
 
has duly caused this report
 
to be signed on
 
its
behalf by the undersigned hereunto duly authorized.
Date:
August 1, 2023
CROSSFIRST BANKSHARES, INC.
By:
/s/ Benjamin R. Clouse
Benjamin R. Clouse
Chief Financial Officer