UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2024
Commission File Number: 001-40805
VersaBank
(Exact name of registrant as specified in its
charter)
140 Fullarton Street, Suite 2002
London, Ontario N6A 5P2
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
On December 16, 2024, VersaBank issued a press
release regarding the pricing of its offering of common shares. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Form 6-K (including the
exhibit) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Exchange Act.
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, thereunto duly authorized.
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VERSABANK |
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| Date: December 17, 2024 |
By: |
/s/ Brent T. Hodge |
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Name: |
Brent T. Hodge |
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Title: |
SVP, General Counsel & Corporate Secretary |
EXHIBIT INDEX
Exhibit 99.1
For Immediate Release: December 16, 2024
Attention: Business Editors
VERSABANK PRICES OFFERING OF COMMON SHARES
The Base Shelf Prospectus is accessible, and
the Final Prospectus Supplement will be accessible within two business days, on SEDAR+ and on EDGAR
LONDON,
ON/CNW – VersaBank (Nasdaq:VBNK; TSX:VBNK) (the “Bank”) today announced the pricing of its previously announced
public offering of 5,660,378 common shares (the “Offering”) at a price to the public of US$13.25 per share. The gross proceeds
from the Offering, before underwriting discounts and offering costs, are expected to be US$75,000,009.
The Bank
has also granted the Underwriters (as defined below) an over-allotment option to purchase up to an additional 15% of the common shares
to be sold pursuant to the Offering (the “Over-Allotment Option”). The Over-Allotment Option is exercisable for a period of
30 days from the date of the final prospectus supplement (the “Final Prospectus Supplement”) relating to the Offering.
The Bank
expects that the net proceeds from the Offering will be used for general banking purposes and will qualify as Common Equity Tier 1 capital
for the Bank.
The closing
of the Offering is subject to a number of customary closing conditions, including the listing of the common shares on the Nasdaq and TSX,
and any required approvals of each exchange, and is expected to occur on or about December 18, 2024. Raymond James & Associates, Inc.
is acting as the sole bookrunning manager, and Keefe, Bruyette & Woods, A Stifel Company,
and Roth Canada, Inc. are acting as co-managers for the Offering (collectively, the “Underwriters”).
No securities
regulatory authority has either approved or disapproved the contents of this news release. This news release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such province, state or jurisdiction.
The Bank
has filed a preliminary prospectus supplement dated December 16, 2024 (the “Preliminary Prospectus Supplement”), and will
file the Final Prospectus Supplement, to its short form base shelf prospectus dated November 22, 2024 (the “Base Shelf Prospectus”)
with the securities regulatory authorities in each of the provinces and territories of Canada except Quebec. The Preliminary Prospectus
Supplement has also been filed, and the Final Prospectus Supplement will be filed, with the U.S. Securities and Exchange Commission (the
“SEC”) as a supplement to the Bank’s registration statement on Form F-10 (the “Registration Statement”)
under the U.S./Canada Multijurisdictional Disclosure System. The prospectus supplements, the Base Shelf Prospectus and the Registration
Statement contain important detailed information about the Offering. Access to the Base Shelf Prospectus, the Final Prospectus Supplement,
and any amendments to the documents will be provided in accordance with securities legislation relating to procedures for providing access
to a shelf prospectus supplement, a base shelf prospectus and any amendment thereto. The Base Shelf Prospectus and the Preliminary Prospectus
Supplement are, and the Final Prospectus Supplement will be (within two business days of the date hereof), accessible on SEDAR+ at www.sedarplus.ca,
and copies of the Registration Statement and the Preliminary Prospectus Supplement are, and the Final Prospectus Supplement will be, accessible
on EDGAR at www.sec.gov. An electronic or paper copy of the Base Shelf Prospectus, the Registration Statement, the Final Prospectus Supplement
(when filed), and any amendment to the documents may be obtained without charge, from Raymond James & Associates, Inc., Attention:
Equity Syndicate – 880 Carillon Parkway, St. Petersburg, Florida. Telephone: (800) 248-8863 or e-mail: prospectus@raymondjames.com
by providing the contact with an email address or address, as applicable. Prospective investors should read the Base Shelf Prospectus,
the Registration Statement and the Final Prospectus Supplement (when filed) before making an investment decision.
About
VersaBank
VersaBank
is a North American bank (federally chartered in Canada and the United States) with a difference. VersaBank has a branchless, digital,
business-to-business model based on its proprietary state-of-the-art technology that enables it to profitably address underserved segments
of the banking industry in a significantly risk mitigated manner. Because VersaBank obtains substantially all of its deposits and undertakes
the majority of its lending electronically through financial intermediary partners, it benefits from significant operating leverage that
drives efficiency and return on common equity. In March 2022, VersaBank launched its unique Receivable Purchase Program (“RPP”)
funding solution for point-of-sale finance companies, which has been highly successful in Canada for nearly 15 years, to the underserved
multi-trillion-dollar U.S. market. VersaBank also owns Washington, DC-based DRT Cyber Inc., a North America leader in the provision of
cyber security services to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations
and government entities.
Forward-looking Statements
This press
release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws (“forward-looking
statements”) including statements regarding the terms of the Offering, the expected closing of the Offering and the proposed use
of proceeds. Words such as “expects”, “is expected”, “anticipates”, “plans”, “budget”,
“scheduled”, “forecasts”, “estimates”, “believes”, “aims”, “endeavours”,
“projects”, “continue”, “predicts”, “potential”, “intends”, or the negative
of these terms or variations of such words and phrases, or statements that certain actions, events or results “may”, “could”,
“would”, “might”, “will” or “should” are intended to identify forward-looking statements.
These forward-looking
statements by their nature require the Bank to make assumptions and are subject to inherent risks and uncertainties that may be general
or specific, including without limitation with respect to: the strength of the Canadian and U.S. economies in general and the strength
of the local economies within Canada and the U.S. in which the Bank conducts operations; the effects of changes in monetary and fiscal
policy, including changes in interest rate policies of the Bank of Canada and the U.S. Federal Reserve; global commodity prices; the effects
of competition in the markets in which the Bank operates; inflation; capital market fluctuations; the timely development and introduction
of new products in receptive markets; the impact of changes in the laws and regulations pertaining to financial services; changes in tax
laws; technological changes; unexpected judicial or regulatory proceedings; unexpected changes in consumer spending and savings habits;
the impact of wars or conflicts on global supply chains and markets; the impact of outbreaks of disease or illness that affect local,
national or international economies; the possible effects on our business of terrorist activities; natural disasters and disruptions to
public infrastructure, such as transportation, communications, power or water supply; and the Bank’s anticipation of and success
in managing the risks implicated by the foregoing. The foregoing list of important factors is not exhaustive. Although the Bank believes
that the assumptions underlying these forward-looking statements are reasonable, they may prove to be incorrect, and readers cannot be
assured that the Offering discussed above will be completed on the terms described above. Completion of the proposed Offering is subject
to numerous factors, many of which are beyond the Bank’s control, including but not limited to, the failure of customary closing
conditions and other important factors disclosed previously and from time to time in the Bank’s filings with the SEC and the securities
commissions or similar securities regulatory authorities in each of the provinces or territories of Canada. The forward-looking statements
contained in this news release represent the Bank’s expectations as of the date of this news release, or as of the date they are
otherwise stated to be made, and subsequent events may cause these expectations to change. The Bank undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be
required by law.
FOR FURTHER INFORMATION, PLEASE CONTACT:
LodeRock Advisors
Lawrence Chamberlain
(416) 519-4196
lawrence.chamberlain@loderockadvisors.com
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