Attached files
file | filename |
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EX-23.2 - EX-23.2 - COASTAL FINANCIAL CORP | d575134dex232.htm |
EX-5.1 - EX-5.1 - COASTAL FINANCIAL CORP | d575134dex51.htm |
As filed with the Securities and Exchange Commission on July 17, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Coastal Financial Corporation
(Exact name of registrant as specified in its charter)
Washington | 6022 | 56-2392007 | ||
State or other jurisdiction of incorporation or organization |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification No.) |
5415 Evergreen Way
Everett, Washington 98203
(425) 257-9000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Eric M. Sprink
President and Chief Executive Officer
Coastal Financial Corporation
5415 Evergreen Way
Everett, Washington 98203
(425) 257-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Frank M. Conner III, Esq. | ||
Aaron M. Kaslow, Esq. | Michael P. Reed, Esq. | |
Stephen F. Donahoe, Esq. | Christopher J. DeCresce, Esq. | |
Kilpatrick Townsend & Stockton LLP | Covington & Burling LLP | |
607 14th Street, NW, Suite 900 | One CityCenter | |
Washington, DC 20005 | 850 Tenth Street, NW | |
Telephone: (202) 508-5800 | Washington, DC 20001 | |
Facsimile (202) 204-5600 | Telephone: (202) 662-6000 | |
Facsimile: (202) 662-6291 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-225715
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☒
Calculation of Registration Fee
| ||||||||
Title of each class of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee (3) | ||||
Common Stock, no par value |
149,500 | $14.50 |
$2,167,750 | $270 | ||||
| ||||||||
|
(1) | Includes 19,500 shares of common stock that the underwriters have the option to purchase from the registrant in this offering. The shares being registered under this Registration Statement are in addition to the 3,128,000 shares registered pursuant to the registrants Registration Statement on Form S-1 (Registration No. 333-225715). |
(2) | Based on the public offering price. |
(3) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Coastal Financial Corporation (the Registrant) with respect to the registration of additional shares of common stock. This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrants Registration Statement on Form S-1 (Registration No. 333-225715), originally filed with the Commission on June 19, 2018, as amended (together with its exhibits, the Prior Registration Statement), which was declared effective by the Commission on July 17, 2018. The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered by 149,500 shares. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
EXHIBIT INDEX
Exhibit |
Description | |
5.1 | Opinion of Kilpatrick Townsend & Stockton LLP | |
23.1 | Consent of Kilpatrick Townsend & Stockton LLP (contained in Exhibit 5.1) | |
23.2 | Consent of Moss Adams LLP |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Everett, Washington on the 17th day of July, 2018.
COASTAL FINANCIAL CORPORATION | ||
By: | /s/ Eric M. Sprink | |
Eric M. Sprink | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
Title |
Date | ||
/s/ Eric M. Sprink |
President, Chief Executive Officer | July 17, 2018 | ||
Eric M. Sprink |
and Director | |||
(principal executive officer) | ||||
/s/ Joel G. Edwards |
Executive Vice President, Chief Financial | July 17, 2018 | ||
Joel G. Edwards |
Officer | |||
(principal financial and accounting officer) | ||||
|
Director (Chairman) | |||
Andrew P. Skotdal |
||||
/s/ Christopher D. Adams |
Director (Vice Chairman) | July 17, 2018 | ||
Christopher D. Adams |
||||
/s/ Andrew R. Dale |
Director | July 17, 2018 | ||
Andrew R. Dale |
||||
/s/ John M. Haugen, Jr. |
Director | July 17, 2018 | ||
John M. Haugen, Jr. |
||||
|
Director | |||
Steven D. Hovde |
||||
/s/ Thomas D. Lane |
Director | July 17, 2018 | ||
Thomas D. Lane |
||||
/s/ Jack T. Thompson |
Director | July 17, 2018 | ||
Jack T. Thompson |
||||
/s/ Gregory A. Tisdel |
Director | July 17, 2018 | ||
Gregory A. Tisdel |