0001649739FALSE00016497392025-09-252025-09-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 25, 2025
BAYFIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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| Florida | | 001-41068 | | 59-3665079 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (IRS employer identification no.) |
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| 700 Central Avenue | | | | 33701 |
St. Petersburg, Florida | | | | (Zip Code) |
| (Address of principal executive offices) | | | | |
| | (727) 440-6848 | | |
| | (Registrant’s telephone number, including area code) | | |
Not Applicable (Former name or former address, if changed since last report)
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):
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities Registered pursuant to Section 12(b) of the Act: |
| Title of each class registered | Trading Symbol(s) | Name of exchange on which registered |
| Common Stock | BAFN | The Nasdaq Stock Market LLC |
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| 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 1933 (§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. ☐ |
Item 1.01. Entry into a Material Definitive Agreement.
On September 25, 2025, BayFirst National Bank (the “Bank”), a wholly-owned subsidiary of BayFirst Financial Corp. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Banesco USA (“Banesco”). Banesco agreed to purchase approximately $103 million of SBA 7(a) loan balances at ninety-seven percent (97%) of the aggregate unpaid principal balance as of the close of business on the closing date, plus the book value of the loan servicing rights relating to such purchased loans. A copy of the Purchase Agreement is filed as Exhibits 10.1 to this report and is incorporated by reference.
Item 8.01 Other Events.
On September 29, 2025, BayFirst Financial Corp. signed a definitive agreement to sell $103 million in SBA 7(a) loans to Banesco USA. In conjunction with this agreement, BayFirst will exit the SBA 7(a) lending business, and the majority of the current SBA lending staff and support teams will be offered positions with Banesco USA. The transaction is expected to close in the fourth quarter of this year. A copy of this press release is included as Exhibit 99.1 to this report and incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
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| (d) Exhibits | | |
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| Exhibit Number | |
Exhibit Name | | Filed Herewith |
| 10.1 | | Asset Purchase Agreement by and among BayFirst Financial Corp. and BayFirst National Bank, and Banesco USA, dated September 25, 2025 | | * |
| 99.1 | | BayFirst Financial Corp. Press Release dated September 29, 2025 | | * |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | * |
The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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 hereunto duly authorized.
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BAYFIRST FINANCIAL CORP. | |
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| Date: | September 29, 2025 | |
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| By: | /s/ Scott J. McKim | |
| Scott J. McKim | |
| Chief Financial Officer | |
