BayFirst Financial Corp. Form 8-K Filing

BayFirst Financial Corp. has entered into a Securities Purchase Agreement to issue and sell 4,000 shares of Series D Preferred Stock and 4,000 shares of Series E Preferred Stock for gross proceeds of $80,000,000. These shares are convertible into Common Stock at an initial conversion price of $3.50 per share. The net proceeds will be used to improve capital levels, restructure the capital structure by redeeming existing preferred stock, fund allowance for credit losses, and support the growth of BayFirst National Bank. Kenneth R. Lehman, a purchaser, will have the right to designate a board member and is granted gross-up rights to maintain his proportionate ownership. The company is seeking shareholder approval for an increase in authorized common stock and the issuance of underlying preferred shares. Failure to obtain approval by December 15, 2026, will result in an 11% cumulative dividend on the preferred shares. The company also announced the appointment of Alfred T. Rogers, Jr. as President and CEO of the Bank and intends for him to take the same roles at the Company, succeeding Thomas G. Zernick who retired. A registration statement for a public offering of up to 4,108,072 shares of Common Stock to shareholders of record has also been filed.