Form 8-K/A date of report 01-28-22 true 0000919864 0000919864 2022-01-28 2022-01-28

 

 

 

 

 

 

 

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):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 31, 2022, Finward Bancorp (“Finward”) completed its previously announced acquisition of Royal Financial, Inc., a Delaware corporation (“Royal Financial”), pursuant to the Agreement and Plan of Merger dated July 28, 2021 (the “Merger Agreement”) between Finward and Royal Financial. Pursuant to the Merger Agreement, Royal Financial merged with and into Finward, with Finward as the surviving corporation (the “Merger”), and Royal Savings Bank, an Illinois state chartered savings bank and wholly-owned subsidiary of Royal Financial, merged with and into Peoples Bank, the wholly-owned Indiana state chartered commercial bank subsidiary of Finward, with Peoples Bank as the surviving bank.

 

On January 31, 2022, Finward filed a Current Report on Form 8-K reporting the completion of the Merger (the “Original 8-K”). This amendment to the Original 8-K (this “Form 8-K/A”) is being filed with the Securities and Exchange Commission (the “Commission”) solely to amend and supplement Item 9.01 of the Original 8-K, as described in Item 9.01 below, to present certain financial statements and unaudited pro forma financial information. This Form 8-K/A makes no other amendments to the Original 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(a)         Financial statements of businesses or funds acquired.

 

Pursuant to General Instruction B.3 of Form 8-K, the audited consolidated financial statements of Royal Financial as of and for the years ended June 30, 2021 and 2020, including the independent auditor’s report, are not required to be filed by Current Report on Form 8-K, because substantially the same information was previously filed in Finward’s Registration Statement on Form S-4, as originally filed with the Commission on October 26, 2021 (File No. 333-260506) and declared effective by the Commission on November 4, 2021 (the “Registration Statement”) and such financial statements are incorporated by reference herein.

 

The unaudited consolidated statement of financial condition of Royal Financial as of September 30, 2021 and the unaudited consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows of Royal Financial for the three months ended September 30, 2021 are filed herewith as Exhibit 99.1 and are incorporated by reference into this Item 9.01(a).

 

(b)         Pro forma financial information.

 

Pursuant to General Instruction B.3 of Form 8-K, unaudited pro forma combined condensed financial information for the twelve months ended December 31, 2020 is not required to be filed by Current Report on Form 8-K, because substantially the same information was previously filed in the Registration Statement, and such financial information is incorporated by reference herein.

 

The unaudited pro forma combined condensed financial information as of and for the nine months ended September 30, 2021 is filed herewith as Exhibit 99.2 and is incorporated by reference into this Item 9.01(b).

 

(d)         Exhibits.

 

The following exhibits are being furnished with this Current Report on Form 8-K.

 

 

 

 

 

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.