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): February 24, 2021
Axos Financial, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
|
| | |
| Delaware | 001-37709 | 33-0867444 |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (IRS Employer Identification
Number) |
9205 West Russell Road, STE 400, Las Vegas, NV 89148
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (858) 649-2218
| | | | | | | | |
| 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, $.01 par value | AX | New York Stock Exchange |
| 6.25% Subordinated Notes Due 2026 | AXO | New York Stock Exchange |
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):
☐ 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 (§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 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The disclosure set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
On February 24, 2021, Axos Financial, Inc. (the “Company”) caused notices to be issued to the holders of its 6.25% Notes due 2026 (CUSIP No. 05465C209; NYSE: AXO) (the “Notes”) regarding the Company’s exercise of its option to redeem all of the $51 million issued and outstanding Notes pursuant to Section 11.4 of the Indenture dated as of March 3, 2016, between the Company and U.S. Bank National Association, as trustee, and Section 3.1 of the First Supplemental Indenture dated as of March 3, 2016. The Notes will be redeemed on March 31, 2021 (the “Redemption Date”) at 100% of their principal amount, plus accrued and unpaid interest, if any, up to, but excluding, the Redemption Date. A copy of the press release announcing the issuance of the notice of redemption is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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.
| | | | | | | | | | | | | | |
|
| | | | |
| | | Axos Financial, Inc. |
| | |
| | | |
| Date: | February 24, 2021 | By: | /s/ Andrew J. Micheletti | |
| | | | Andrew J. Micheletti |
| | | | EVP and Chief Financial Officer |
