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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 16, 2024
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 No.) |
| 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. ☒ On January 16, 2023, John Farkash retired from the board of directors of Southern California Bancorp (the “Company”) and its wholly-owned subsidiary, Bank of Southern California, N.A. (the “Bank”), effective immediately. The decision of Mr. Farkash to retire was not the result of any disagreement with the Company or the Bank on any matter relating to the respective operations, policies or practices of the Company or the Bank.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| Item 7.01 | Regulation FD Disclosure. |
On January 19, 2024, the Company issued a press release announcing the retirement of Chairman Emeritus and Director John Farkash, as described above under Item 5.02 of this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 hereto. The information furnished pursuant to Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be filed for purposes of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | ||
| 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.
| SOUTHERN CALIFORNIA BANCORP | ||
| Date: January 19, 2024 | By: | /s/ DAVID I. RAINER |
| David I. Rainer | ||
| Chief Executive Officer | ||
Exhibit 99.1
SOUTHERN CALIFORNIA BANCORP ANNOUNCES THE RETIREMENT OF CHAIRMAN EMERITUS AND DIRECTOR JOHN FARKASH
San Diego, Calif., January 19, 2024 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for Bank of Southern California, N.A. (the “Bank”) announces the retirement of Chairman Emeritus and Director John Farkash, effective Tuesday, January 16, 2024, due to health reasons. Mr. Farkash was a Founding Director of the Company in 2002 and served as its chairman for nearly 20 years.
“John Farkash was instrumental in the founding of our Company and has played a key role in its development for more than two decades,” said David Rainer, Chairman and CEO of the Company and the Bank. “We recognize his leadership and thank him for the valuable counsel and strategic insights he has shared with us. During his 20-year tenure as chairman, the company grew from a few million to $1.6 billion in assets, a testament to his vision in creating a commercial bank to serve the businesses of San Diego County and Southern California. We sincerely wish him and his family all the best in his retirement.”
“I am proud to have been a part of building this outstanding commercial banking franchise,” said John Farkash, retiring Chairman Emeritus and Director of the Company and the Bank. “It’s been a privilege and an honor to serve both this Company and the Southern California business community for more than 20 years, and I leave confident that there is a bright future ahead for this organization.”
In addition to his role in building Southern California Bancorp and Bank of Southern California, Mr. Farkash is the Founder and President of Farkash Construction, Inc., providing architecture, interior space planning, construction, real estate development, and commercial real estate property management to clients throughout Southern California. He has also been involved in San Diego’s rural planning issues and continues to oversee the family real estate portfolio.
ABOUT SOUTHERN CALIFORNIA BANCORP AND BANK OF SOUTHERN CALIFORNIA, N.A.
Southern California Bancorp (NASDAQ: BCAL) is a registered bank holding company headquartered in San Diego, California. Bank of Southern California, N.A., a national banking association chartered under the laws of the United States (the “Bank”) and regulated by the Office of Comptroller of the Currency, is a wholly owned subsidiary of Southern California Bancorp. Established in 2001 and headquartered in San Diego, California, the Bank offers a range of financial products and services to individuals, professionals, and small- to medium-sized businesses through its 13 branch offices serving Orange, Los Angeles, Riverside, San Diego, and Ventura counties, as well as the Inland Empire. The Bank’s solutions-driven, relationship-based approach to banking provides accessibility to decision makers and enhances value through strong partnerships with its clients. Additional information is available at www.banksocal.com.
INVESTOR RELATIONS CONTACT
Kevin Mc Cabe
Bank of Southern California
kmccabe@banksocal.com
818.637.7065
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