8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) January 1, 2024 

BAYFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

Florida	001-41068	59-3665079
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)
700 Central Avenue		33701
St. Petersburg, Florida		(Zip Code)
(Address of principal executive offices)
	(727) 440-6848
	(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):  

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 registered	Trading Symbol(s)	Name of exchange on which registered
Common Stock	BAFN	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 1933 (§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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on December 31, 2023, BayFirst Financial Corp.’s (the “Company”) Chief Executive Officer Anthony N. Leo retired. Upon his retirement, Mr. Leo will continue to serve as a Director of the Company and will also be a part-time consultant to the Company.

Also as previously disclosed, on January 1, 2024, Thomas G. Zernick will begin service as the Company’s Chief Executive Officer and he will continue to serve as a member of the Company’s Board of Directors.

In addition, also on January 1, 2024, Company Chief Operating Officer Robin L. Oliver was will begin service as President of the Company, in addition to her continued service as Chief Operating Officer.

The Press Release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit Number	Exhibit Name	Filed Herewith
99.1	BayFirst Financial Corp. Press Release dated January 2, 2024	*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	*

The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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.

BAYFIRST FINANCIAL CORP.
Date:	January 2, 2024
By:	/s/ Scott J. McKim
	Scott J. McKim
	Chief Financial Officer

EX-99.1

Contacts:

Megan Brewster Scott McKim

Public Relations Manager              Chief Financial Officer

617.285.0771 727.521.7085

BayFirst Financial Corp. Appoints Thomas G. Zernick as CEO and Names Robin Oliver as President, Effective January 1, 2024

ST. PETERSBURG, Florida – January 2, 2024 – BayFirst Financial Corp. (NASDAQ: BAFN) (“BayFirst” or the “Company”), parent company of BayFirst National Bank (the “Bank”) today announced that its Board of Directors appointed Thomas Zernick as chief executive officer and named Robin Oliver president and chief operating officer, effective January 1, 2024. As previously announced, retiring Chief Executive Officer Anthony N. Leo will remain a director of the Company and will also serve as a part-time consultant for strategic matters.

Zernick was made a director of the Company and joined the Board in February 2023 when he was appointed successor chief executive officer. He has served as president of the Company since February 2022, and previously served as president of its CreditBench Division, which provides government-guaranteed lending to businesses throughout the nation. Zernick joined the Company in 2016.

Oliver has held the role of chief operating officer of BayFirst since 2022 and has been a key player in the Company’s operational decision making and strategy since joining the team in 2018.

“It is my great pleasure to announce these two promotions and acknowledge the exceptional commitment and results both Tom and Robin have demonstrated over the course of their careers at BayFirst,”said Anthony Saravanos, chairman of the Board. “With proven track records of success, I am confident Tom and Robin will lead the Company to continued growth and profitability in the years to come.”

About BayFirst Financial Corp.

BayFirst Financial Corp. is a registered bank holding company based in St. Petersburg, Florida which commenced operations on September 1, 2000. Its primary source of income is derived from its wholly owned subsidiary, BayFirst National Bank, a national banking association which commenced business operations on February 12, 1999. The Bank currently operates eleven full-service banking offices throughout the Tampa Bay region and offers a broad range of commercial and consumer banking services to businesses and individuals. The Bank was the 7th largest SBA 7(a) lender by dollar volume and 3rd by number of units originated nationwide through the SBA's 2023 fiscal year ended September 30, 2023. Additionally, it was the number one SBA 7(a) lender in dollar volume in the 5 county Tampa Bay market for the SBA's 2023 fiscal year. As of September 30, 2023, BayFirst Financial Corp. had $1.13 billion in total assets.

Forward-Looking Statements

In addition to the historical information contained herein, this presentation includes "forward-looking statements" within the meaning of such term in the Private Securities Litigation Reform Act of 1995. These statements are subject to many risks and uncertainties, including, but not limited to, the effects of health crises, global military hostilities, or climate change, including their effects on the economic environment, our customers and our operations, as well as any changes to federal, state or local government laws, regulations or orders in connection with them; the ability of the Company to implement its strategy and expand its banking operations; changes in interest rates and other general economic, business and political conditions, including changes in the financial markets; changes in business plans as circumstances warrant; risks related to mergers and acquisitions; changes in benchmark interest rates used to price loans and deposits, changes in tax laws, regulations and guidance; and other risks detailed from time to time in filings made by the Company with the SEC, including, but not limited to those “Risk Factors” described in our most recent

Form 10-K and Form 10-Q. Readers should note that the forward-looking statements included herein are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements

Note: Transmitted on Globe Newswire on January 2, 2024 at 9:00 am ET.

XML

Cover	Jan. 01, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 01, 2024
Entity Registrant Name	BAYFIRST FINANCIAL CORP.
Entity Incorporation, State or Country Code	FL
Entity File Number	001-41068
Entity Tax Identification Number	59-3665079
Entity Address, Address Line One	700 Central Avenue
Entity Address, City or Town	St. Petersburg
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33701
City Area Code	727
Local Phone Number	440-6848
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	BAFN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001649739
Amendment Flag	false