First Foundation Inc. Files 8-K with Stock, Officer, and Bylaw Updates

TL;DR

FFWM filed an 8-K detailing stock sales, officer changes, and bylaw amendments.

AI Summary

On July 8, 2024, First Foundation Inc. entered into a material definitive agreement related to its common stock. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. Additionally, there were changes in directors and officers, including compensatory arrangements, and amendments to its articles of incorporation or bylaws.

Why It Matters

This filing indicates significant corporate actions, including potential equity adjustments and changes in leadership or governance, which could impact shareholder value and company direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered sales of equity, and changes in corporate governance, which can introduce uncertainty and potential risks.

Key Players & Entities

• First Foundation Inc. (company) — Registrant
• July 8, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $228 million — invested an aggregate of approximately $228 million in the Company in exchange for the sale
• $0.001 — 8,676 shares of common stock, par value $0.001 per share, of the Company (the "Common
• $5,125 — VCE Stock, each at an exercise price of $5,125 per share, subject to customary anti-di
• $800,000 — o will receive an annual base salary of $800,000, subject to annual review, and be eligi
• $1,280,000 b — and be eligible for an annual bonus of $1,280,000 based on specific performance targets to
• $500,000 — ffiliated with Ms. Lagomarsino invested $500,000 in the Company in the transaction descr
• $4,100 — n preference equal to the Base Price of $4,100 per share. With respect to such liquida
• $0.0001 — mon Stock, an amount per share equal to $0.0001. Neither the Company nor any holders w

Filing Documents

• tm2419008d1_8k.htm (8-K) — 79KB
• tm2419008d1_ex3-1.htm (EX-3.1) — 165KB
• tm2419008d1_ex3-2.htm (EX-3.2) — 145KB
• tm2419008d1_ex3-3.htm (EX-3.3) — 133KB
• tm2419008d1_ex4-1.htm (EX-4.1) — 159KB
• tm2419008d1_ex10-1.htm (EX-10.1) — 166KB
• tm2419008d1_ex99-1.htm (EX-99.1) — 22KB
• tm2419008d1_ex99-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-24-078463.txt ( ) — 1222KB
• ffwm-20240708.xsd (EX-101.SCH) — 3KB
• ffwm-20240708_lab.xml (EX-101.LAB) — 33KB
• ffwm-20240708_pre.xml (EX-101.PRE) — 22KB
• tm2419008d1_8k_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of Simone Lagomarsino as President of First Foundation Bank On July 8, 2024, the Company appointed Simone Lagomarsino as President of First Foundation Bank, a California state-chartered bank and wholly-owned bank subsidiary of the Company (the "Bank"), effective immediately following completion of the Investment. Ms. Lagomarsino will receive an annual base salary of $800,000, subject to annual review, and be eligible for an annual bonus of $1,280,000 based on specific performance targets to be established by the Board of Directors of the Bank (the "Bank Board"). Ms. Lagomarsino may also participate in the other benefit programs of the Bank available to executive employees generally. Ms. Lagomarsino, age 62, has been an executive officer of numerous publicly traded financial institutions, including most recently serving as CEO of Luther Burbank Savings and Luther Burbank Corporation (NASDAQ: LBC) from 2019 through February 2024 and as a director beginning in 2018. Ms. Lagomarsino served as Chair of the board of directors of the Federal Home Loan Bank of San Francisco from 2022 to 2023 and has served as a director since 2013. She served on the board of directors of the Federal Reserve Bank of San Francisco from 2022 to July 2024. Ms. Lagomarsino served as President and CEO of the Western Bankers Association from 2017 to 2018 and as a director of Pacific Premier Bancorp (Nasdaq: PPBI) from 2017 to 2018. From 2011 to 2017, she served as CEO of Heritage Oaks Bank and as President and CEO of Heritage Oaks Bancorp. Previous to that, she held executive positions with City National Bank, Hawthorne Savings, Kinecta Federal Credit Union, Ventura County National Bank and Warner Center Bank. Ms. Lagomarsino was named by American Banker as Community Banker of the Year in 2013. She served as a director of Hann

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 3.1 Certificate of Designations for Series A Noncumulative Convertible Preferred Stock 3.2 Certificate of Designations for Series B Noncumulative Convertible Preferred Stock 3.3 Certificate of Designations for Series C NVCE Stock 4.1 Form of Issued Warrant 10.1 Registration Rights Agreement, dated July 8, 2024, by and among the Company and the Purchasers 99.1 Press Release, dated July 9, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 7 - Cautionary Note Regarding Forward Looking Statements This report contains forward-looking statements by First Foundation Inc. (the "Company," "we" or "us') pertaining to such matters as our goals, intentions, and expectations regarding, among other things, the convertibility of the shares of preferred stock and exercisability of the warrants issued in connection with this capital raise transaction; the Company's seeking (and the Company's ability to obtain) approval of its stockholders of any necessary amendments of the Company's organizational documents or approvals of the issuance of shares of common stock or preferred stock in connection with this capital raise transaction; receipt of any required regulatory approvals or non-objections in connection with this capital raise transaction or the appointment of directors or senior management; revenues, earnings, loan production, asset quality, capital levels

View Full Filing

View this 8-K filing on SEC EDGAR