UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2018
COASTAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Washington | 001-38589 | 56-2392007 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
5415 Evergreen Way, Everett, Washington 98203
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (425) 257-9000
Not Applicable
(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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☒
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 23, 2018, the Board of Directors of Coastal Financial Corporation (the “Company”) expanded the size of the Company’s Board of Directors to 10 members and appointed Stephan Klee to the Company’s Board of Directors to fill the newly created vacancy.
Mr. Klee is the Chief Financial Officer at Portag3 Ventures, which makes investments in innovative financial services companies. Prior to joining Portag3, Mr. Klee served as Chief Financial Officer of Zenbanx Holding, Inc. and remained in an executive capacity after its merger with SoFi, Inc., one of the largest U.S. fintech companies. Previously, Mr. Klee served as a Senior Vice President at Bank of Nova Scotia, at ING Direct Canada, where he was CFO and Treasurer from 2011 to 2014, and at ING Direct USA, where he served as Chief of Staff from 2002 to 2011. He began his career at Deutsche Bank in Germany. Mr. Klee attended the University of Applied Sciences in Germany before earning an MBA at the Ivey Business School at Western University. He is also an AMP graduate from Harvard Business School.
Mr. Klee was appointed to the Audit and Compensation Committees of the Board of Directors.
There are no family relationships between Mr. Klee and any director or other executive officer of the Company and Mr. Klee was not appointed as a director pursuant to any arrangement or understanding with any person. Mr. Klee has not engaged in any transaction with the Company that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission.
The Company issued a news release announcing the appointment of Mr. Klee on July 24, 2018. A copy of the news release is included as Exhibit 99.1 to this Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| Number |
Description | |
| 99.1 | Press Release dated July 24, 2018 | |
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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 (Registrant) | ||||||
| Date: July 25, 2018 | By: | /s/ Joel Edwards | ||||
| Joel Edwards | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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Exhibit 99.1
Coastal Financial Corporation Adds New Board Member
Everett, Wash., July 24, 2018 — Coastal Financial Corporation (“Coastal”), the bank holding company for Coastal Community Bank announced that the Board of Directors expanded the size of the Company’s Board of Directors to 10 members and appointed Stephan Klee to the Company’s Board of Directors to fill the newly created vacancy.
Mr. Klee is the Chief Financial Officer at Portag3 Ventures, which makes investments in innovative financial services companies. Prior to joining Portag3, Mr. Klee served as Chief Financial Officer of Zenbanx Holding, Inc. and remained in an executive capacity after its merger with SoFi, Inc., one of the largest U.S. fintech companies. Previously, Mr. Klee served as a Senior Vice President at Bank of Nova Scotia, at ING Direct Canada, where he was CFO and Treasurer from 2011 to 2014, and at ING Direct USA, where he served as Chief of Staff from 2002 to 2011. He began his career at Deutsche Bank in Germany. Mr. Klee attended the University of Applied Sciences in Germany before earning an MBA at the Ivey Business School. He is also an AMP graduate from Harvard Business School.
Mr. Klee adds his expertise in emerging technologies and digital banking to the company’s board, bringing a new perspective as banking and customer access to banking services continues to evolve.
About Coastal Financial Corporation
Coastal Financial Corporation is the bank holding company for Coastal Community Bank, headquartered in Everett, Washington, which provides a wide range of banking products and services to consumers and small to medium sized businesses in the Puget Sound region in the state of Washington. As of March 31, 2018, Coastal had total assets of $831.0 million, total loans of $678.5 million and total shareholders’ equity of $66.9 million.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements. These forward-looking statements reflect Coastal’s current views with respect to, among other things, the commencement and completion of the initial public offering of its common stock. Any statements about Coastal’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Coastal cautions that the forward-looking statements in this press release are based largely on Coastal’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond Coastal’s control. Actual results, performance or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements. Any forward-looking statements presented herein are made only as of the date of this press release, and Coastal does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, new information, the occurrence of unanticipated events, or otherwise, except as required by law.
Contacts:
Eric Sprink
esprink@coastalbank.com
425.357.3659
Laura Byers
lbyers@coastalbank.com
425.349.2674