SEC Filing Summary: B of I Holding, Inc. (Axos Financial, Inc.)
Business Context and Reporting Period
This Form 8-K was filed by B of I Holding, Inc. (now Axos Financial, Inc.) on January 11, 2006, reporting events occurring on January 5, 2006. The filing addresses Item 3.02 regarding unregistered sales of equity securities.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on a specific equity transaction.
Material Changes
The primary material change reported is the conversion of preferred stock into common stock:
- Transaction: Conversion of 150 shares of Series A - 6% Cumulative Nonparticipating Perpetual Preferred Stock (face value $1,500,000) into common stock.
- Shares Issued: 142,800 shares of common stock were issued.
- Ownership Impact: The issued shares represent approximately 1.7% of the company's common stock.
- Participants: Five accredited shareholders elected to convert their holdings.
- Conversion Rate: 952 shares of common stock were issued for each share of Series A Preferred.
- Implied Price: The transaction implies a value of approximately $10.50 per common share.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or discussion of risks and contingencies. The transaction was executed under the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933. No cash was received by the company in this transaction.
Investor Verification Checklist
- Verify the total outstanding share count to confirm the 1.7% dilution impact.
- Confirm the remaining balance of Series A Preferred stock and its conversion terms.
- Review the company's capitalization table to assess the ownership concentration of the five converting shareholders.
- Check subsequent filings for any changes in the company's name or structure, as the registrant is now known as Axos Financial, Inc.