VersaBank (NASDAQ: VBNK) sets Sept. 16 vote on U.S. holding shift
Rhea-AI Filing Summary
VersaBank announced that its Form S-4 Registration Statement, filed in connection with a proposed corporate reorganization to a standard U.S. bank framework, has been declared effective by the SEC. The Reorganization would make Versa Bancorp, a new Delaware corporation, the direct holding company of VersaBank and VersaBank USA National Association and successor publicly traded company.
VersaBank plans a special shareholder meeting on September 16, 2026, at 10:30 a.m. ET in London, Ontario, for shareholders of record as of August 10, 2026 to vote on the Reorganization. Completion remains subject to shareholder approval and various regulatory approvals, including from the Canadian Minister of Finance and the U.S. Federal Reserve Board, and there is no assurance approvals will be obtained.
The Registration Statement includes a Management Information Circular and Prospectus describing the Reorganization. Shareholders are urged to review the final materials, which will be mailed and made available through the SEC, SEDAR+, and VersaBank’s investor relations contacts.
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Key Figures
Shareholder meeting date: September 16, 2026
Meeting time: 10:30 a.m. ET
Record date: August 10, 2026
+2 more
5 metrics
Shareholder meeting date
September 16, 2026
Date of special meeting to vote on the Reorganization
Meeting time
10:30 a.m. ET
Time of the September 16, 2026 shareholder meeting in London, Ontario
Record date
August 10, 2026
Shareholders of record on this date may receive notice and vote
Registration Statement file number
333-296444
SEC file number for VersaBank’s Form S-4 Registration Statement
Investor Relations phone
800-244-1509
Contact number for obtaining copies of Reorganization materials
Key Terms
Registration Statement, Management Information Circular, Reorganization, standard U.S. bank framework, +1 more
5 terms
Registration Statement regulatory
"announced its Form S-4 registration statement in connection with the Bank’s proposed plan"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
Management Information Circular regulatory
"The Registration Statement contains a Management Information Circular and Prospectus"
A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.
Reorganization financial
"VersaBank’s proposed Reorganization, among other things, will result in Versa Bancorp"
standard U.S. bank framework regulatory
"plan to realign its corporate structure to a standard U.S. bank framework"
forward-looking statements regulatory
"VersaBank’s public communications often include written or oral forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did VersaBank (VBNK) announce regarding its Form S-4 registration?
VersaBank announced that the SEC declared effective its Form S-4 Registration Statement for a proposed corporate Reorganization. The filing relates to realigning its structure to a standard U.S. bank framework with a new holding company, Versa Bancorp.
How will VersaBank (VBNK)'s structure change if the Reorganization is approved?
If approved, the Reorganization will make Versa Bancorp, a new Delaware corporation, the direct holding company of VersaBank and VersaBank USA National Association. Versa Bancorp will succeed VersaBank as the publicly traded company in which existing shareholders hold their equity interests.
What approvals are still required for VersaBank (VBNK)'s proposed Reorganization?
Completion of the Reorganization remains subject to shareholder approval and various regulatory approvals, including from the Minister of Finance in Canada and the U.S. Federal Reserve Board. The company notes there can be no assurance approvals will be received in a timely manner, if at all.
Does this VersaBank (VBNK) announcement constitute an offer or solicitation of securities?
No. The announcement states it does not constitute a solicitation of proxies or an offer to sell, or a solicitation of an offer to buy, any securities. Any offering would occur only by means of a prospectus meeting Section 10 of the Securities Act or an exemption.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2026
Commission File Number: 001-40805
VersaBank
(Exact name of registrant as specified in its charter)
140 Fullarton Street, Suite 2002
London, Ontario N6A 5P2
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F o Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
On August 5, 2026, VersaBank issued a press release titled "VersaBank Form S-4 registration statement for proposed reorganization declared effective by SEC", a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
The information in this Form 6-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
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.
| VERSABANK | ||||||||
| Date: August 5, 2026 | By: | /s/ Tammie Ashton | ||||||
| Name: Tammie Ashton | ||||||||
| Title: Global Executive Vice President | ||||||||
EXHIBIT INDEX
Exhibit No. | Description | |||||||
99.1 | Press Release dated August 5, 2026 titled "VersaBank Form S-4 registration statement for proposed reorganization declared effective by SEC". | |||||||
1 For Release: August 5, 2026 Attention: Business Editors VERSABANK FORM S-4 REGISTRATION STATEMENT FOR PROPOSED REORGANIZATION DECLARED EFFECTIVE BY SEC LONDON, ON/CNW – VersaBank (or the “Bank”) (TSX: VBNK; NASDAQ: VBNK), a North American leader in business-to-business digital banking, as well as technology solutions for cybersecurity, today announced its Form S-4 registration statement in connection with the Bank’s proposed plan to realign its corporate structure to a standard U.S. bank framework (the “Reorganization”) (File No. 333-296444) (the “Registration Statement”), previously filed with the U.S. Securities and Exchange Commission (the “SEC”), has been declared effective. Specifically, the Reorganization, among other things, will result in Versa Bancorp, a new Delaware corporation (or the “Parent”), becoming the direct holding company of VersaBank and VersaBank USA National Association. “The SEC’s declaration of the effectiveness of our S-4 Registration Statement marks the final requisite step prior to our previously announced shareholder meeting on September 16 to vote to approve the proposed Reorganization,” said David Taylor, Founder and President, VersaBank. As previously announced, VersaBank will hold a special meeting for its shareholders ("the Meeting") to consider and vote on the Reorganization. The Meeting will be held in person at 1979 Otter Place, London, Ontario on September 16, 2026, at 10:30 a.m. ET. Shareholders of record of the Bank at the close of business on August 10, 2026 will be entitled to receive notice of and to vote at the Meeting. In addition to the approval of shareholders, the completion of the Reorganization remains subject to various regulatory approvals, including approval by the Minister of Finance in Canada and the Federal Reserve Board in the United States. There can be no assurance that VersaBank will receive shareholder or regulatory approval in a timely manner, if at all. ABOUT THE PROPOSED REORGANIZATION VersaBank’s proposed Reorganization, among other things, will result in Versa Bancorp becoming the direct holding company of VersaBank and VersaBank USA National Association. The purpose of the Meeting is to obtain shareholder approval to effect the Reorganization following which Versa Bancorp will succeed VersaBank as the publicly traded company in which existing shareholders hold their equity interests. The Registration Statement contains a Management Information Circular and Prospectus in connection with the Reorganization. Shareholders are urged to review the final version of the Management Information Circular and Prospectus, which will be mailed to shareholders and which contain important information regarding the Meeting and the Reorganization.
2 ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the Reorganization, Parent has filed the Registration Statement. SHAREHOLDERS OF VERSABANK AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE REGISTRATION STATEMENT, ANY AMENDMENTS THERETO, THE PROSPECTUS/MANAGEMENT INFORMATION CIRCULAR AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC AND THE SECURITIES COMMISSIONS OR SIMILAR SECURITIES REGULATORY AUTHORITIES IN EACH OF THE PROVINCES AND TERRITORIES OF CANADA IN CONNECTION WITH THE REORGANIZATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VERSABANK, VERSA BANCORP AND THE REORGANIZATION. HOWEVER, THIS DOCUMENT WILL NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE REORGANIZATION. IT IS ALSO NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE REORGANIZATION. When available, the Registration Statement, the Prospectus/Management Information Circular, and other relevant documents will be mailed to the shareholders of VersaBank as of a record date to be established for voting on the Reorganization. Shareholders and other interested persons will also be able to obtain copies of the Registration Statement, the Prospectus/Management Information Circular, and other documents filed by VersaBank with the SEC and with the securities commissions or similar securities regulatory authorities in each of the provinces or territories of Canada that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov, and as applicable, on SEDAR+ at www.sedarplus.ca. Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to VersaBank, 140 Fullarton Street, Suite 2002, London, Ontario N6A 5P2, Attention: Investor Relations, Telephone: 800-244-1509. PARTICIPANTS IN SOLICITATION VersaBank, the Parent and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals relating to the Reorganization. Information regarding the directors and executive officers of VersaBank, the Parent and other participants in the proxy solicitation and a description of their respective direct and indirect interests, by security holdings or otherwise, are available in the Registration Statement with respect to the Reorganization filed with the SEC. Investors should read the Registration Statement and the Prospectus/Management Information Circular carefully before making any voting or investment decisions. Free copies of these materials from VersaBank may be obtained as indicated above. Neither the Registration Statement nor the Prospectus/Management Information Circular has become final and is subject to change. Final versions of those documents and other proxy materials are expected to be mailed to shareholders in due course, and should be carefully reviewed before making any decision in connection with the Reorganization. NO OFFER OR SOLICITATION This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Reorganization. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by
3 means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. ABOUT VERSABANK VersaBank is a North American bank with a difference. Federally chartered in both Canada and the U.S., VersaBank has a branchless, digital, business-to-business model based on its proprietary state-of-the-art technology that enables it to profitably address underserved segments of the banking industry in a significantly risk mitigated manner. Because VersaBank obtains substantially all of its deposits and undertakes the majority of its funding activities electronically through financial intermediary partners, it benefits from significant operating leverage that drives efficiency and return on common equity. In August 2024, VersaBank launched its unique Structured Receivable Program funding solution for point- of-sale finance companies, which has been highly successful in Canada for over 15 years, to the underserved multi-trillion-dollar U.S. market. VersaBank also owns Minnesota-based DRT Cyber Inc., a North American leader in the provision of cyber security services to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations and government entities. Through DRT Cyber Inc., VersaBank owns proprietary intellectual property and technology to enable the next generation of digital assets for the banking and financial community, including the Bank’s revolutionary and proprietary Real Bank Tokenized DepositsTM. VersaBank’s Common Shares trade on the Toronto Stock Exchange and NASDAQ under the symbol VBNK. FORWARD-LOOKING STATEMENTS VersaBank’s public communications often include written or oral forward-looking statements. Statements of this type are included in this press release and may also be included in other securities filings or in other communications. All such statements are made pursuant to the “safe harbor” provisions of, and are intended to be forward-looking statements under, the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. The statements in this press release that relate to future events or future performance are forward-looking statements, including statements regarding the nature and timing of the Meeting, our ability to obtain any required regulatory approvals, the impact of the Reorganization on VersaBank and its shareholders and other matters relating to the Reorganization. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, many of which are beyond VersaBank’s control. There is a risk that predictions, forecasts, projections and other forward-looking statements will not be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements, as a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such statements. These factors include, but are not limited to: the strength of the Canadian and US economies in general and the local economies within which VersaBank operates; the effects of changes in monetary and fiscal policy, including changes in interest rate policies of the Bank of Canada and the US Federal Reserve; global commodity prices; the effects of competition in the markets in which VersaBank operates; inflation; capital market fluctuations; the timely development and introduction of new products in receptive markets; the impact of changes in laws, including trade laws and tariffs, and regulations applicable to financial services; changes in tax laws; technological changes; unexpected judicial or regulatory proceedings; unexpected changes in consumer spending and savings habits; the
4 impact of wars or conflicts and related effects on global supply chains and markets; the impact of outbreaks of disease or illness affecting local, national or international economies; the possible effects of terrorist activities; natural disasters and disruptions to public infrastructure (including transportation, communications, power or water supply); and VersaBank’s ability to anticipate and manage the risks associated with these factors. The foregoing list of important factors is not exhaustive. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors as well as other uncertainties and potential events. The forward-looking information contained in this press release is presented to assist VersaBank shareholders and others in understanding VersaBank’s financial position and may not be appropriate for any other purposes. Except as required by applicable securities laws, VersaBank does not undertake to update any forward-looking statement contained in this press release or made from time to time by VersaBank or on its behalf. FOR FURTHER INFORMATION, PLEASE CONTACT: Lawrence Chamberlain Global Senior Vice President, Investor and Stakeholder Relations (416) 540-7486 lawrencec@versabank.com Visit our website at: www.versabank.com Follow VersaBank on Facebook, Instagram, LinkedIn and X