Capital Bancorp Files 8-K for Material Agreement

Ticker: CBNK · Form: 8-K · Filed: Apr 1, 2024 · CIK: 1419536

Capital Bancorp INC 8-K Filing Summary
FieldDetail
CompanyCapital Bancorp INC (CBNK)
Form Type8-K
Filed DateApr 1, 2024
Risk Levellow
Pages12
Reading Time14 min
Key Dollar Amounts$0.01, $1.00, $5.36, $60,593,582, $0.88
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-statements, 8-k

Related Tickers: CBNK

TL;DR

CAPITAL BANCORP FILES 8-K - MATERIAL AGREEMENT REPORTED

AI Summary

Capital Bancorp, Inc. filed an 8-K on March 27, 2024, reporting a material definitive agreement and financial statements. The filing details the company's principal executive offices located at 2275 Research Boulevard, Suite 600, Rockville, Maryland 20850, with a business phone number of (301) 468-8848.

Why It Matters

This filing indicates a significant event for Capital Bancorp, Inc., potentially impacting its business operations and financial standing.

Risk Assessment

Risk Level: low — This is a routine filing reporting a material definitive agreement and financial statements, not indicating immediate financial distress or significant negative events.

Key Players & Entities

FAQ

What is the primary purpose of this 8-K filing for Capital Bancorp, Inc.?

The primary purpose of this 8-K filing is to report the entry into a material definitive agreement and to provide financial statements and exhibits.

When was the earliest event reported in this filing?

The earliest event reported in this filing was on March 27, 2024.

Where are Capital Bancorp, Inc.'s principal executive offices located?

Capital Bancorp, Inc.'s principal executive offices are located at 2275 Research Boulevard, Suite 600, Rockville, Maryland 20850.

What is the telephone number for Capital Bancorp, Inc.?

The telephone number for Capital Bancorp, Inc. is (301) 468-8848.

Under which section of the Securities Exchange Act of 1934 is this Current Report filed?

This Current Report is filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Filing Stats: 3,556 words · 14 min read · ~12 pages · Grade level 19.5 · Accepted 2024-04-01 16:45:39

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 27, 2024, Capital Bancorp, Inc., a Maryland corporation ("Capital"), and Integrated Financial Holdings, Inc., a North Carolina corporation ("IFHI"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and conditions therein, IFHI will merge with and into Capital (the "Merger"), with Capital continuing as the surviving corporation in the Merger. Following the Merger, West Town Bank & Trust, a state bank chartered under the laws of Illinois and wholly owned subsidiary of IFHI, will merge (the "Bank Merger") with and into Capital Bank, N.A. ("Capital Bank"), a national bank and wholly owned subsidiary of Capital, with Capital Bank as the surviving bank. The Merger Agreement was unanimously approved by the boards of directors of Capital and IFHI. Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the common stock, $1.00 par value per share, of IFHI ("IFHI Common Stock") outstanding immediately before the Effective Time, other than shares owned by Capital, IFHI or a subsidiary of either, or shares held by shareholders who have validly exercised their appraisal rights under North Carolina law, shall be converted into the right to receive (i) 1.115 shares of the common stock, $0.01 par value per share, of Capital ("Capital Common Stock"), and (ii), subject to certain adjustments, $5.36 in cash, as well as cash in lieu of fractional shares. Shareholders of IFHI that comply with the applicable "appraisal rights" provisions of the North Carolina Business Corporation Act, as amended (the "Act"), will be entitled to payment of the fair value of such IFHI Common Stock in accordance with the applicable provisions of such Act. The cash portion of the merger consideration is subject to downward adjustment by the amount, if any, that IFHI

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the exhibits filed herewith include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Capital's and IFHI's beliefs, goals, intentions, and expectations regarding the proposed transaction and anticipated financial results; our estimates of future costs and benefits of the actions we may take; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected costs of the transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts. Forward looking statements are typically identified by such words as "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "should," "will," and other similar words and expressions, and are subject 3 to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction. Additionally, forward looking statements speak only as of the date they are made; Capital and IFHI do not assume any duty, and do not undertake, to update such forward looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except as required by law. Furthermore, because forward looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger and Reorganization, dated March 27, 2024, by and between Capital Bancorp, Inc. and Integrated Financial Holdings, Inc.* 99.1 Form of Voting and Support Agreement between Capital Bancorp, Inc. and certain shareholders of Integrated Financial Holdings, Inc., dated March 27, 2024 (included as Exhibit A to the Agreement and Plan of Merger and Reorganization filed as Exhibit 2.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished. 5

SIGNATURES

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. CAPITAL BANCORP, INC. Date: April 1, 2024 By: /s/ Jay Walker Jay Walker Chief Financial Officer 6

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