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Share Name | Share Symbol | Market | Type |
---|---|---|---|
FinWise Bancorp | NASDAQ:FINW | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.07 | -0.60% | 11.58 | 4.66 | 18.64 | 11.75 | 11.63 | 11.64 | 8,249 | 21:30:00 |
Utah
(State or Other Jurisdiction of
Incorporation or Organization)
|
83-0356689
(IRS Employer
Identification No.)
|
756 East Winchester, Suite 100
Murray, Utah
(Address of Principal Executive Offices)
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84107
(Zip Code)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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Item 1 & 2. |
Plan Information and Registrant Information and Employee Plan Annual Information
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Item 3. |
Incorporation of Documents by Reference.
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(a) |
The prospectus filed by the Registrant with the SEC pursuant to Rule 424(b) under the Securities Act, on November 19, 2021,
relating to the registration statement on Form S-1, as amended (File No. 333-257929), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed; and
|
|
(b) |
The description of the Registrant’s common stock (“Common Stock”) contained in the Registrant’s Form 8-A (File No. 001-40721), as filed with the SEC on August 9, 2021, including any amendments or reports filed for the purpose of updating such description.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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● |
His conduct was in good faith; and
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● |
He reasonably believed that his conduct was in, or not opposed to, the corporation’s best interests; and
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● |
In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
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● |
A proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation.
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● |
Any other proceeding charging that the director derived an improper personal benefit (whether or not the proceeding involved action in the director’s official capacity), in which proceeding the director was adjudged liable on the basis
that the director derived an improper personal benefit.
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● |
The director furnishes the corporation a written affirmation of his good faith belief that he has met the applicable standard of conduct described in Section 16-10a-902 of the Utah Code; and
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● |
The director furnishes to the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct; and
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● |
A determination is made that the facts then known to those making the determination would not preclude indemnification.
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● |
An officer of a corporation is entitled to mandatory indemnification to the same extent as a director of the corporation.
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● |
A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director.
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● |
A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent than to a director. However, this must be consistent with public policy and provided for in the
corporation’s articles of incorporation, bylaws, action of its board of directors, or contract.
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Item 7. |
Exemption From Registration Claimed.
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Item 8. |
Exhibits.
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Exhibit
Number
|
Description
|
|
3.1
|
Fourth Amended and Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No. 333-257929)
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3.2
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No. 333-257929)
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4.1
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Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 of the Corporation’s Form S-1 Registration Statement filed with the SEC on July 15, 2021) (File No. 333-257929)
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4.2
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All West Bancorporation 2016 Stock Option Plan (incorporated by reference to Exhibit 10.3 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No.
333-257929)
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4.3
|
All West Bancorporation 2019 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No.
333-257929)
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4.4
|
Form of Stock Option Agreement under the All West Bancorporation 2016 Stock Option Plan (incorporated by reference to Exhibit 10.4 of the Corporation’s Form S-1 Registration Statement filed with the SEC on July 15, 2021) (File No.
333-257929)
|
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4.5
|
Form of Stock Option Agreement under the All West Bancorporation 2019 Stock Option Plan (incorporated by reference to Exhibit 10.2 of the Corporation’s Form S-1 Registration Statement filed with
the SEC on July 15, 2021) (File No. 333-257929)
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4.6
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Non-qualified Stock Option Agreement with Javvis Jacobson
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4.7
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Non-qualified Stock Option Agreement with Jim Noone
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4.8
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Non-qualified Stock Option Agreement with Kent Landvatter
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4.9
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Non-qualified Stock Option Agreement with Fred Healey for 2020 service
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4.10
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Non-qualified Stock Option Agreement with Fred Healey for 2021 service
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4.11
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Non-qualified Stock Option Agreement with Howard Reynolds for 2020 service
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4.12
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Non-qualified Stock Option Agreement with Howard Reynolds for 2021 service
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4.13
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Non-qualified Stock Option Agreement with Jerry Cunningham for 2020 service
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4.14
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Non-qualified Stock Option Agreement with Jerry Cunningham for 2021 service
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4.15
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Non-qualified Stock Option Agreement with Tom Gibson for 2020 service
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4.16
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Non-qualified Stock Option Agreement with Tom Gibson for 2021 service
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4.17
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Non-qualified Stock Option Agreement with Jim Giordano for 2020 service
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4.18
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Non-qualified Stock Option Agreement with Jim Giordano for 2021 service
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4.10
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Non-qualified Stock Option Agreement with Jeana Hutchings for 2020 service
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4.20
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Non-qualified Stock Option Agreement with Jeana Hutchings for 2021 service
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4.21
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Non-qualified Stock Option Agreement with Lisa Chapman for 2020 service
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4.22
|
Non-qualified Stock Option Agreement with Lisa Chapman for 2021 service
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5.1
|
Opinion of Kirton McConkie P.C. with respect to the legality of the securities being registered
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23.1
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Consent of Kirton McConkie P.C. (contained in their opinion, which is filed as Exhibit 5.1)
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23.2
|
Consent of Moss Adams LLP
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24.1
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Power of Attorney (contained in the signature page hereto)
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107 |
Filing Fees Exhibit
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Item 9. |
Undertakings.
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Exhibit
Number |
Description
|
|
Fourth Amended and Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No. 333-257929)
|
||
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No. 333-257929)
|
||
Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 of the Corporation’s Form S-1 Registration Statement filed with the SEC on July 15, 2021) (File No. 333-257929)
|
||
All West Bancorporation 2016 Stock Option Plan (incorporated by reference to Exhibit 10.3 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No.
333-257929)
|
||
All West Bancorporation 2019 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Corporation’s Form S-1/A Registration Statement filed with the SEC on July 30, 2021) (File No.
333-257929)
|
||
Form of Stock Option Agreement under the All West Bancorporation 2016 Stock Option Plan (incorporated by reference to Exhibit 10.4 of the Corporation’s Form S-1 Registration Statement filed with the SEC on July 15, 2021) (File No.
333-257929)
|
||
Form of Stock Option Agreement under the All West Bancorporation 2019 Stock Option Plan (incorporated by reference to Exhibit 10.2 of the Corporation’s Form S-1 Registration Statement filed with
the SEC on July 15, 2021) (File No. 333-257929)
|
||
Non-qualified Stock Option Agreement with Javvis Jacobson
|
||
Non-qualified Stock Option Agreement with Jim Noone
|
||
Non-qualified Stock Option Agreement with Kent Landvatter
|
||
Non-qualified Stock Option Agreement with Fred Healey for 2020 service
|
||
Non-qualified Stock Option Agreement with Fred Healey for 2021 service
|
||
Non-qualified Stock Option Agreement with Howard Reynolds for 2020 service
|
||
Non-qualified Stock Option Agreement with Howard Reynolds for 2021 service
|
||
Non-qualified Stock Option Agreement with Jerry Cunningham for 2020 service
|
||
Non-qualified Stock Option Agreement with Jerry Cunningham for 2021 service
|
||
Non-qualified Stock Option Agreement with Tom Gibson for 2020 service
|
||
Non-qualified Stock Option Agreement with Tom Gibson for 2021 service
|
||
Non-qualified Stock Option Agreement with Jim Giordano for 2020 service
|
||
Non-qualified Stock Option Agreement with Jim Giordano for 2021 service
|
||
Non-qualified Stock Option Agreement with Jeana Hutchings for 2020 service
|
||
Non-qualified Stock Option Agreement with Jeana Hutchings for 2021 service
|
||
Non-qualified Stock Option Agreement with Lisa Chapman for 2020 service
|
||
Non-qualified Stock Option Agreement with Lisa Chapman for 2021 service
|
||
Opinion of Kirton McConkie P.C. with respect to the legality of the securities being registered
|
||
Consent of Kirton McConkie P.C. (contained in their opinion, which is filed as Exhibit 5.1)
|
||
Consent of Moss Adams LLP
|
||
Power of Attorney (contained in the signature page hereto)
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||
107
|
Filing Fees Exhibit |
FINWISE BANCORP:
|
|||
By:
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/s/ Kent Landvatter
|
||
Kent Landvatter
|
|||
President and Chief Executive Officer
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Signature
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Title(s)
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Date
|
||
/s/ Kent Landvatter
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President, Chief Executive Officer and
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February 4, 2022
|
||
Kent Landvatter
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Director (Principal Executive Officer) | |||
/s/ Javvis Jacobson
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Executive Vice President and Chief Financial Officer
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February 4, 2022 | ||
Javvis Jacobson
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(Principal Financial and Accounting Officer) | |||
/s/ Russell F. Healey, Jr.
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Chairman of the Board
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February 4, 2022 | ||
Russell F. Healey, Jr.
|
||||
/s/ Howard I. Reynolds
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Vice Chairman of the Board
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February 4, 2022 | ||
Howard I. Reynolds
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||||
/s/ James N. Giordano
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Director
|
February 4, 2022 | ||
James N. Giordano
|
||||
/s/ Thomas E. Gibson, Jr.
|
Director
|
February 4, 2022 | ||
Thomas E. Gibson, Jr.
|
||||
/s/ Lisa Ann Nievaard
|
Director
|
February 4, 2022 | ||
Lisa Ann Nievaard
|
||||
/s/ Jeana Hutchings
|
Director
|
February 4, 2022 | ||
Jeana Hutchings
|
||||
/s/ Gerald E. Cunningham
|
Director
|
February 4, 2022 | ||
Gerald E. Cunningham
|
1 Year FinWise Bancorp Chart |
1 Month FinWise Bancorp Chart |
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