Bank Expects SEC to Declare Effective the S-4 Registration Statement for Proposed Reorganization in the Coming Weeks
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 it will hold a special meeting for its shareholders (“the Meeting”) to consider and vote on its proposed plan to realign its corporate structure to a standard U.S. bank framework (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.
The Bank expects its Form S-4 registration statement in connection with the Reorganization (File No. 333-296444) (the “Registration Statement”), previously filed with the U.S. Securities and Exchange Commission (the “SEC”), to be declared effective by the SEC in the coming weeks, prior to the Management Information Circular and Prospectus contained therein being mailed to shareholders.
“This marks another major milestone in our plan to further enhance near- and long-term value for our shareholders through our proposed Reorganization, improving access to capital to support our growth while providing eligibility for certain U.S. stock indices, as well as further mitigating risk and reducing corporate costs,” said David Taylor, Founder and President, VersaBank. “In anticipation of shareholder approval of the proposed Reorganization, in parallel, we are moving forward on any matters that can expedite the subsequent regulatory approval processes.”
Specifically, the Reorganization, among other things, will result in Versa Bancorp, a new Delaware corporation (the “Parent”), 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 contains important information regarding the Meeting and the Reorganization.
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 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.
Source : VersaBank
