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0001795815
Southern California Bancorp \ CA
0001795815
2023-11-17
2023-11-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): November 17, 2023
SOUTHERN
CALIFORNIA BANCORP
(Exact
name of registrant as specified in its charter)
| California |
|
001-41684 |
|
84-3288397 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
12265
El Camino Real, Suite 210
San Diego, California |
|
92310 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(844)
265-7622
(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:
| ☐ |
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 |
|
BCAL |
|
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.
Item
4.01 Changes in Registrant’s Certifying Accountant
On
November 17, 2023, Southern California Bancorp (the “Company”) was notified by the Company’s independent registered
public accounting firm, Eide Bailly LLP (“Eide Bailly”) that Eide Bailly has made a decision to exit the financial institution
portion of its SEC audit practice, and therefore will decline to stand for reappointment as the Company’s independent registered
public accounting firm for the year ending December 31, 2024.
The
Company will continue to engage Eide Bailly for the audit of the financial statements for the year ending December 31, 2023, and for
the review of the Company’s interim financial statements for the quarter ending March 31, 2024. The Company anticipates engaging
a new accounting firm in time for the review of the Company’s interim financial statements for the quarter ending June 30, 2024.
The
audit reports of Eide Bailly on the Company’s consolidated financial statements as of and for the years ended December 31, 2022
and 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles.
During
the years ended December 31, 2022 and 2021, and subsequent interim periods through the date hereof, there have been no disagreements
with Eide Bailly on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Eide Bailly, would have caused Eide Bailly to make reference to the subject
matter of the disagreement in connection with its reports on the Company’s financial statements for such periods.
During
the two most recent years ended December 31, 2022 and 2021 and subsequent interim periods through the date hereof, there were no “reportable
events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided Eide Bailly with a copy of this Form 8-K and requested that Eide Bailly furnish a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements made by the Company herein and, if not, stating the respects in
which it does not agree. A copy of Eide Bailly’s letter dated November 20, 2023, is filed as Exhibit 16.1 to this Form 8-K.
Item
9.01 Financial Statements and Exhibits.
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.
| |
SOUTHERN
CALIFORNIA BANCORP |
| |
|
|
| Date:
November 21, 2023 |
By: |
/s/
DAVID I. RAINER |
| |
|
David
I. Rainer |
| |
|
Chief
Executive Officer |
