| Item 3.01 |
Notice of Failure to Satisfy a Continued Listing Rule.
|
On October 6, 2022, FinWise Bancorp (the “Company”) notified the
Nasdaq Stock Market LLC (“Nasdaq”) that due to the resignation of Mr. Russell F. Healey, Jr. on that date from the Company’s Board of
Directors (the “Board”), including the Audit Committee of the Board, the Company was no longer in compliance with Nasdaq’s audit committee requirements as set forth in Nasdaq’s Listing Rule 5605. However, under Nasdaq’s Listing Rule 5605(c)(4),
Nasdaq will provide the Company with a cure period to regain compliance until the earlier of the Company’s next annual shareholders meeting or October 6, 2023. The Company intends to regain compliance with Nasdaq’s audit committee requirements
within the cure period.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995
Certain matters discussed in this Current Report on Form 8-K constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current views with respect to, among other things, future events and its financial performance. These statements are often, but not always, made
through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “projection,”
“forecast,” “budget,” “goal,” “target,” “would,” “aim” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and
are based on current expectations, estimates and projections about the Company’s industry and management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control.
The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates and projections will be achieved. Accordingly, the Company cautions you that any such
forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking
statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
The matters discussed in these forward-looking statements are subject to various risks, uncertainties and other factors that
could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements, including the ability of the Company to identify, attract and retain suitable prospective directors to serve on
the Board and the Audit Committee of the Board. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from its
forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. For a discussion of factors that could affect the Company’s business and financial results, see the “Risk Factors” listed from time
to time in the Company’s filings with the Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent reports on Form 10-Q and Form 8-K.
Any forward-looking statement speaks only as of the date of this report, and the Company does not undertake any obligation to
publicly update or review any forward-looking statement, whether because of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company
to predict their occurrence. In addition, the Company cannot assess the impact of each risk and uncertainty on its business or the extent to which any risk or uncertainty, or combination of risks and uncertainties, may cause actual results to differ
materially from those contained in any forward-looking statements.