Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure
a)
Controls and Procedures
Management of the Company, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness as of December 31, 2020 of
the Company’s disclosure controls and procedures, as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief
Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the fiscal quarter covered by this Form 10-K.
b)
Management’s Annual Report on Internal Control over Financial Reporting
This annual report does not include a management’s report regarding internal control over financial reporting due to a transition period established by rules of the Securities and
Exchange Commission for newly public companies.
c)
Attestation Report of the Independent Registered Public Accounting Firm
Not applicable because the Company is an emerging growth company.
d)
Changes in Internal Control Over Financial Reporting
There were no significant changes made in the Company’s internal control over financial reporting during the fourth quarter of the year ended December 31, 2020 that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2021 Annual Meeting of Shareholders to be filed with the
SEC within 120 days of our fiscal year-end.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2021 Annual Meeting of Shareholders to be filed with the
SEC within 120 days of our fiscal year-end.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2021 Annual Meeting of Shareholders to be filed with the
SEC within 120 days of our fiscal year-end.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2021 Annual Meeting of Shareholders to be filed with the
SEC within 120 days of our fiscal year-end.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated herein by reference to the Proxy Statement (Schedule 14A) for its 2021 Annual Meeting of Shareholders to be filed with the
SEC within 120 days of our fiscal year-end.
PART IV
Item 15. Exhibits, Financial Statement Schedules
Financial Statements
See index to Consolidated Financial Statements on page 55.
Financial Statement Schedules
Financial statement schedules have been omitted because they are not applicable or not required or the required information is shown in the Consolidated Financial Statements or
Notes thereto under “Part II — Item 8. Financial Statements and Supplementary Data.”
Exhibits
3.1
Amended and Restated Certificate of Incorporation of Bank7 Corp.(1)
3.2
Amended and Restated Bylaws of Bank7 Corp.(2)
4.1
Specimen Common Stock Certificate of Bank7 Corp.(3)
4.2
Description of Common Stock Securities Registered Pursuant to Section 12 of the Exchange Act of 1934(4)
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4.3
Form of Indenture for Senior Debt Securities(5)
4.4
Form of Indenture for Subordinated Debt Securities(6)
10.1
Form of Tax Sharing Agreement(7)
10.2
Bank7 Corp. 2018 Equity Incentive Plan(8)
10.2.1
First Amendment to Bank7 Corp. 2018 Equity Incentive Plan(9)
10.3
Form of Stock Option award Agreement under the Bank7 Corp. 2018 Equity Incentive Plan(10)
10.4
Form of Restricted Stock Unit Award Agreement under the Bank7 Corp. 2018 Equity Incentive Plan(11)
10.5
Form of Indemnification Agreement(12)
10.6
Form of Registration Rights Agreement(13)
21.1
Subsidiaries of Bank7 Corp.
23
Consent of Independent Registered Public Accounting Firm
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101
Interactive data files from the Company's Annual Report on Form 10-K for the year ended December 31, 2020: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated
Statement of Changes in Shareholders' Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.
(1)
Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 24, 2018 (File No. 333-227010).
(2)
Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 24, 2018 (File No. 333-227010).
(3)
Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 10, 2018 (File No. 333-227010).
(4)
Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission on March 30, 2020.
(5)
Incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 16, 2020.
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(6)
Incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 16, 2020.
(7)
Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 24, 2018 (File No. 333-227010).
(8)
Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 10, 2018 (File No. 333-227010).
(9)
Incorporated by reference to Appendix A to the Registrant Proxy Statement for its 2020 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 31, 2020.
(10)
Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 10, 2018 (File No. 333-227010).
(11)
Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 10, 2018 (File No. 333-227010).
(12)
Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 10, 2018 (File No. 333-227010).
(13)
Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 24, 2018 (File No. 333-227010).
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Bank7 Corp.
Date: March 25, 2021
By:
/s/ Thomas L. Travis
Thomas L. Travis
President and Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Kelly J. Harris
Kelly J. Harris
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
Signatures
Title
Date
/s/ William B. Haines
Director; Chairman
March 25, 2021
William B. Haines
/s/ Thomas L. Travis
Director; President and Chief Executive Officer (Principal Executive Officer)
March 25, 2021
Thomas L. Travis
/s/ Charles W. Brown
Director
March 25, 2021
Charles W. Brown
/s/ William M. Buergler
Director
March 25, 2021
William M. Buergler
/s/ John T. Phillips
Director
March 25, 2021
John T. Phillips
/s/ Gary D. Whitcomb
Director
March 25, 2021
Gary D. Whitcomb
/s/ J. Michael Sanner
Director
March 25, 2021
J. Michael Sanner