As filed with the Securities and Exchange Commission on November 23, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FINWISE BANCORP
(Exact Name of Registrant as Specified in Its Charter)
| Utah |
| 83-0356689 |
| (State or Other Jurisdiction of Incorporation or Organization) |
| (IRS Employer Identification No.) |
756 East Winchester, Suite 100 Murray, Utah |
| 84107 |
| (Address of Principal Executive Offices) |
| (Zip Code) |
FinWise Bancorp 2019 Stock Option Plan
(Full Title of the Plan)
Kent Landvatter
President and Chief Executive Officer
FinWise Bancorp
756 East Winchester, Suite 100
Murray, UT, 84107
(801) 501-7200
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Terrence Shen, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
(212) 715-9100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | | | |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | | |
| | 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is to register an additional 500,000 shares of common stock, par value $0.001 per share (the “Common Stock”) of FinWise Bancorp (the “Company”), that may be offered pursuant to the FinWise Bancorp 2019 Stock Option Plan, as amended (the “Plan”). An amendment to increase the number of shares of Common Stock authorized to be issued under the Plan and to change the name of the Plan from the All West Bancorporation 2019 Stock Option Plan to the FinWise Bancorp 2019 Stock Option Plan was approved by the Company’s Board of Directors on April 19, 2022 and by the Company’s shareholders on June 9, 2022.
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), the contents of the Registration Statement on
Form S-8 of
the Company filed with the Securities and Exchange Commission (the “Commission”) on February 4, 2022 (File No. 333-262531), including any amendments thereto or filings incorporated therein, are incorporated herein by this reference to the extent not modified, superseded or replaced hereby, or by any subsequently filed document that is incorporated by reference herein or therein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1 & 2. | Plan Information and Registrant Information and Employee Plan Annual Information |
The information specified in Item 1 and Item 2 of Part I of this Registration Statement is omitted from this filing in accordance with the provisions of Rule 428 of the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Exhibit Number | Description |
| | |
4.1 | FinWise Bancorp 2019 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on June 14, 2022) |
5.1 | Opinion of Kirton McConkie P.C. with respect to the legality of the securities being registered |
| 23.1 | Consent of Kirton McConkie P.C. (contained in their opinion, which is filed as Exhibit 5.1) |
| 23.2 | Consent of Moss Adams LLP |
| 24.1 | Power of Attorney (contained in the signature page hereto) |
| 107 | Filing Fee Table |
EXHIBIT INDEX
Exhibit Number | Description |
| | |
| FinWise Bancorp 2019 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on June 14, 2022) |
| Opinion of Kirton McConkie P.C. with respect to the legality of the securities being registered |
| Consent of Kirton McConkie P.C. (contained in their opinion, which is filed as Exhibit 5.1) |
| Consent of Moss Adams LLP |
| Power of Attorney (contained in the signature page hereto) |
| Filing Fee Table |
Pursuant to the requirements of the Securities Act of 1933, FinWise Bancorp certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Murray, State of Utah, on November 23, 2022.
| | FINWISE BANCORP: |
| | |
| | By: | /s/ Kent Landvatter | |
| |
| Kent Landvatter |
| |
| President and Chief Executive Officer |
We, the undersigned directors and officers of FinWise Bancorp (the “Company”) hereby severally constitute and appoint Kent Landvatter and Javvis Jacobson, and each of them individually, with full power of substitution, our true and lawful attorney-in-fact and agent, to do any and all things in our names in the capacities indicated below which said Kent Landvatter and Javvis Jacobson may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form S-8 of the Company, including specifically but not limited to, power and authority to sign for us in our named in the capacities indicated below, the Registration Statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said Kent Landvatter and Javvis Jacobson may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title(s) | Date |
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| /s/ Kent Landvatter |
| President, Chief Executive Officer (Principal Executive Officer) and Chairman of the Board | November 23, 2022 |
| Kent Landvatter |
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| /s/ Javvis Jacobson | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | November 23, 2022 |
| Javvis Jacobson |
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| /s/ Howard I. Reynolds | | Vice Chairman of the Board | November 23, 2022 |
| Howard I. Reynolds |
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| /s/ Alan Weichselbaum | | Director | November 23, 2022 |
| Alan Weichselbaum |
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| /s/ James N. Giordano | | Director | November 23, 2022 |
| James N. Giordano |
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| /s/ Thomas E. Gibson, Jr. | | Director | November 23, 2022 |
| Thomas E. Gibson, Jr. |
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| /s/ Lisa Ann Nievaard | | Director | November 23, 2022 |
| Lisa Ann Nievaard |
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| /s/ Jeana Hutchings | | Director | November 23, 2022 |
| Jeana Hutchings |
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| /s/ Gerald E. Cunningham | | Director | November 23, 2022 |
| Gerald E. Cunningham |
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