Bofi Holding, Inc. Form 8-K Current Event Report Filed 2018-09-12

SECURITIES AND EXCHANGE COMMISSION

FORM 8-K Current report filing

Filing Date: 2018-09-12 | Period of Report: 2018-09-11 SEC Accession No. 0001299709-18-000113

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FILER BofI Holding, Inc. Mailing Address Business Address 4350 LA JOLLA VILLAGE DR. 4350 LA JOLLA VILLAGE DR. CIK:1299709| IRS No.: 330867444 | State of Incorp.:DE | Fiscal Year End: 0630 SUITE #140 MAILSTOP 801 SUITE #140 MAILSTOP 801 Type: 8-K | Act: 34 | File No.: 001-37709 | Film No.: 181065964 SAN DIEGO CA 92122 SAN DIEGO CA 92122 SIC: 6035 Savings institution, federally chartered (858) 350-6200

Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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): September 11, 2018

AXOS FINANCIAL, INC. (Exact name of registrant as specified in its charter)

Delaware 000-51201 33-0867444 (State or other jurisdiction of (IRS Employer Identification incorporation) (Commission File Number) Number)

4350 La Jolla Village Drive, Suite 140, San Diego, CA 92122 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 350-6200

BofI Holding, Inc.

(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): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

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. o

Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule; Transfer of Listing.

On September 11, 2018, BofI Holding, Inc. (the “Company”) provided written notice to The NASDAQ Stock Market (“NASDAQ”) that it expects to voluntarily delist from NASDAQ at the close of trading on September 28, 2018 and intends to transfer the listing of its Common Stock and 6.25% Subordinated Notes to The New York Stock Exchange (“NYSE”) to commence trading on the next business day, October 1, 2018. The Company’s Common Stock has been approved for listing on NYSE under the symbol “AX,” and the 6.25% Subordinated Notes have been approved for trading on NYSE under the symbol “AXO.”

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

Pursuant to a Certificate of Amendment to the Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware on September 11, 2018 and effective as of 12:01 a.m. (Eastern time) on September 12, 2018 (the “Certificate of Amendment”), the Company has changed its name to Axos Financial, Inc. (the “Name Change”). The Name Change is being made in connection with a planned re-branding of BofI Federal Bank to Axos Bank as of October 1, 2018. Pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, the Name Change does not require approval of the Company’s stockholders.

Effective as of September 12, 2018, the Company will adopt a new form of common stock certificate (the “Form of Stock Certificate”) representing its Common Stock, par value $0.01 per share (the “Common Stock”), to reflect the name change.

The Name Change will not affect the rights of the Company’s security holders. There will be no other changes to the Company’s Certificate of Incorporation in connection with the Name Change. The CUSIP number assigned to the Company’s Common Stock will change to 05465C 100.

A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The revised Form of Stock Certificate is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 12, 2018, the Company issued a press release announcing the Name Change. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference.

The information in the press release shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be expressly set forth by specific reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Certificate of Amendment to Certificate of Incorporation of the Company, filed with the Delaware Secretary of 3.1 State on September 11, 2018 4.1 Form of Common Stock Certificate of the Company 99.1 Press Release dated September 12, 2018

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.

Axos Financial, Inc.

Date: September 12, 2018 By: /s/ Andrew J. Micheletti Andrew J. Micheletti EVP and Chief Financial Officer

Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BOFI HOLDING, INC. (a Delaware corporation)

Bofl Holding, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: Article I of the Certificate of Incorporation of this corporation is hereby amended and replaced to read in its entirety as follows: The name of the corporation is Axos Financial, Inc. SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. THIRD: That said amendment shall become effective in accordance with Section 103(d) of the General Corporation Law of the State of Delaware on September 12, 2018 at 12:01 A.M. (local time in Wilmington, Delaware).

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 10th day of September, 2018.

BOFI HOLDING, INC.

By: /s/ Andrew J. Micheletti Name: Andrew J. Micheletti Title: Executive Vice President and Chief Financial Officer

Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BofI Holding, Inc. is now Axos Financial, Inc.

Effective October 1, 2018, Axos Financial will begin trading on NYSE under new ticker symbol “AX”

SAN DIEGO, CA - (BUSINESSWIRE) 9/12/18 - BofI Holding, Inc. (NASDAQ: BOFI) (the “Company”), parent of BofI Federal Bank, announced that effective today, its new corporate name is Axos Financial, Inc. (“Axos Financial”). Additionally, BofI Federal Bank will become Axos Bank on October 1, 2018.

“Our new brand better reflects the diversity of our existing businesses and aligns more closely with our strategic vision,” explained Gregory Garrabrants, President and Chief Executive Officer of Axos Financial. “As a technology-driven financial services company providing a diverse set of innovative products and services to personal, business and institutional clients nationwide, Axos Bank will continue to focus on the utilization of technology to evolve the banking experience.”

The Company also announced the pending transfer of its stock exchange listing of common stock and subordinated notes from the NASDAQ Global Select Market (“NASDAQ”) to the New York Stock Exchange (“NYSE”). Axos Financial expects to begin trading on NYSE on October 1, 2018 under the new ticker symbol “AX” for its common stock and “AXO” for its subordinated notes. The Company’s common stock and subordinated notes are expected to continue to trade on NASDAQ until the close of the market on September 28, 2018.

Mr. Garrabrants continued, “We are honored to join the NYSE. Many of the world’s greatest companies are listed on the NYSE and we are proud to become a member. We are grateful for the generous support from our clients, colleagues, partners and shareholders since our IPO in 2005. I look forward to our exciting future as we execute our next phase of growth.”

About Axos Financial, Inc. Axos Financial, Inc. is the holding company for BofI Federal Bank, which will become Axos Bank on October 1. BofI Federal Bank is a nationwide bank that provides financing for single and multifamily residential properties, small-to-medium size businesses in target sectors, and selected specialty finance receivables. With nearly $10 billion in assets, BofI Federal Bank provides consumer and business banking products through its low-cost distribution channels and affinity partners. For more information on BofI Federal Bank, please visit bofifederalbank.com. For more information on the rebranding of BofI Federal Bank to Axos Bank, please visit https://www.axosbank.com.

Forward-Looking Safe Harbor Statement

This press release contains forward-looking statements that involve risks and uncertainties, including without limitation statements relating to Axos Financial’s financial prospects and other projections of its performance and asset quality, Axos Financial’s ability to grow and increase its business, diversify its lending, the outcome and effects of pending class action litigation filed against the Company, and the anticipated timing and financial performance of new initiatives. These forward-looking statements are made on the basis of the views and assumptions of management regarding future events and performance as of the date of this press release. Actual results and the timing of events could differ materially from those expressed or implied in such forward-looking statements as a result of risks and uncertainties, including without limitation changes in interest rates, inflation, government regulation, general economic conditions, conditions in the real estate markets in which we operate and other factors beyond our control. These and other risks and uncertainties detailed in Axos Financial’s

Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document periodic reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those expressed or implied in any forward-looking statements. You are

Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and Axos Financial undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.

Contact: Johnny Lai, CFA VP, Corporate Development and Investor Relations Phone: 1-858-649-2218 Email: [email protected]