UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  July 14, 2021

1895 BANCORP OF WISCONSIN, INC.
(Exact Name of Registrant as Specified in Charter)

Maryland
   
333-254135
 
61-1993378
(State or Other Jurisdiction
of Incorporation)
   
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
       
   
 
7001 West Edgerton Avenue, Greenfield, Wisconsin
 
53220
 
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code: (414) 421-8200

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
BCOW
 
The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

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 13(a) of the Exchange Act. ☐

Item 8.01.
Other Events.

On July 14, 2021, 1895 Bancorp of Wisconsin, Inc., a federal corporation, announced the closing of the subscription offering of 1895 Bancorp of Wisconsin, Inc., a Maryland corporation, in connection with the mutual-to-stock conversion of 1895 Bancorp of Wisconsin, MHC, and announced the final exchange ratio.
A copy of the press release is attached as Exhibit 99 to this Current Report.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits
Exhibit Description

99




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


 
1895 BANCORP OF WISCONSIN, INC.
   
   
   
DATE: July 14, 2021
By:        /s/ Richard B. Hurd
 
Richard B. Hurd
 
Chief Executive Officer


EXHIBIT 99


FOR IMMEDIATE RELEASE

 
Contact:
Richard B. Hurd
   
Chief Executive Officer
 
Telephone:
(414) 421-8200
 
1895 BANCORP OF WISCONSIN, INC.
ANNOUNCES CLOSING OF OFFERING AND FINAL EXCHANGE RATIO

Greenfield, Wisconsin, July 14, 2021 — 1895 Bancorp of Wisconsin, Inc., a federal corporation (“Old 1895 Bancorp”) (NASDAQ: BCOW), the holding company for PyraMax Bank, FSB (the “Bank”),  announced today that the offering of 1895 Bancorp of Wisconsin, Inc., a Maryland corporation, (“New 1895 Bancorp”) which was conducted in connection with the conversion of 1895 Bancorp of Wisconsin, MHC (the “MHC”) closed on July 14, 2021. As was previously disclosed, the offering was completed at the maximum of the offering range (3,542,000 shares of common stock at $10.00 per share).
 
Old 1895 Bancorp also announced the finalization of the exchange ratio. At the effective time of the conversion, each share of Old 1895 Bancorp’s common stock, other than shares owned by the MHC, will be converted into 1.3163 shares of New 1895 Bancorp common stock.
 
The shares of Old 1895 Bancorp’s common stock will continue to trade on the Nasdaq Capital Market under the trading symbol “BCOW” through the closing of the market on Wednesday, July 14, 2021 and it is anticipated that the shares of New 1895 Bancorp common stock will begin to trade on the Nasdaq Capital Market under the same symbol “BCOW” beginning on Thursday, July 15, 2021.
 
Eligible account holders wishing to confirm their allocations may do so online at https://allocations.kbw.com. You may also contact the Stock Information Center at 1-(877) 643-8217. The Stock Information Center is open from 9:00 a.m. to 3:00 p.m., Central Time, Monday through Friday.
 
Forward-Looking Statements
 
This press release contains certain forward-looking statements about the conversion and reorganization. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include: delays in consummation of the transactions contemplated by the Plan of Conversion and Reorganization; risks related to the real estate and economic environment, particularly in the market areas in which Old 1895 Bancorp operates; fiscal and monetary policies of the U.S. Government; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks described in Old 1895 Bancorp’s and New 1895 Bancorp’s filings with the Securities and Exchange Commission.
 
Old 1895 Bancorp wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Old 1895 Bancorp wishes to advise readers that the factors listed above could affect Old 1895 Bancorp’s financial performance and could cause Old 1895 Bancorp’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. Old 1895 Bancorp does not undertake and specifically declines any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.