UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On December 14, 2021, Coastal Financial Corporation (the “Company”) and Coastal Community Bank, a wholly-owned subsidiary of the Company (the “Bank”), entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc., as representative of the underwriters named in Schedule I thereto (the “Underwriters”), relating to the offer and sale of 740,742 shares (the “Firm Shares”) of the Company’s common stock, no par value per share, at a price to the public of $40.50 per share. In the Underwriting Agreement, the Company granted the Underwriters an option exercisable for 30 days from the date of the Prospectus Supplement (as defined below) to purchase up to an additional 111,111 shares (together with the Firm Shares, the “Shares”) of the Company’s common stock at the public offering price, less underwriting discounts and commissions, which the Underwriters exercised on December 16, 2021. The net proceeds to the Company from the sale of the Shares are expected to be approximately $32.4 million, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company.
The offering is being made pursuant to a base prospectus which was filed with the Securities and Exchange Commission (the “SEC”) as part of a shelf registration statement that was declared effective on April 22, 2021, as supplemented by a preliminary prospectus supplement filed with the SEC on December 13, 2021, and a final prospectus supplement filed with the SEC on December 15, 2021 (the “Prospectus Supplement”). The offering closed on December 17, 2021.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. The legal opinion of Adams & Duncan, Inc., P.S. relating to the shares being offered is filed herewith as Exhibit 5.1.
On December 13, 2021, the Company issued a press release announcing the commencement of the offering. On December 14, 2021, the Company issued a press release announcing the pricing of the offering. On December 17, 2021, the Company issued a press release announcing the closing of the offering. Copies of the press releases are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are each incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | |||
| Number | Description | |||
| 1.1 | Underwriting Agreement, dated December 14, 2021, by and among the Company, the Bank and Keefe, Bruyette & Woods, Inc., as representative of the underwriters named in Schedule I thereto. | |||
| 5.1 | Opinion of Adams & Duncan, Inc., P.S. | |||
| 23.1 | Consent of Adams & Duncan, Inc., P.S. (included in Exhibit 5.1). | |||
| 99.1 | Press release dated December 13, 2021. | |||
| 99.2 | Press release dated December 14, 2021. | |||
| 99.3 | Press release dated December 17, 2021. | |||
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document). | |||
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.
| COASTAL FINANCIAL CORPORATION | |||
| Date: December 17, 2021 | By: | /s/ Joel G. Edwards | |
| Joel G. Edwards | |||
| Executive Vice President and Chief Financial Officer | |||