Document

S-1/A 1 forms-1arightsofferingamen.htm S-1/A Document

As filed with the Securities and Exchange Commission on August 21, 2026

Registration No. 333-295447

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT #2 TO FORM S-1
REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

BAYFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)


Florida	6022	59-3665079
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

700 Central Avenue
St. Petersburg, Florida 33701

(727) 440-6848

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Scott J. McKim

Chief Financial Officer

BayFirst Financial Corp.

700 Central Avenue

St. Petersburg, Florida 33701

(Name, address, including zip code, and telephone number, including area code of agent for service)

Copies of all communications, including copies of all communications sent to agent for service, should be sent to:


Richard Pearlman, Esq. Igler and Pearlman, P.A. 3122 Mahan Drive Suite 801-180 Tallahassee, Florida 32308

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, please 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(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, 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

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. □

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated August 21, 2026

BayFirst Financial Corp.

Up to 4,107,908 Shares of Common Stock

We are offering to our shareholders of record as of May 12, 2026, up to 4,107,908 shares of our common stock at a price of $3.50 per share. On April 28, 2026, we sold $80,000,000 in convertible preferred stock at an effective $3.50 per share of common stock. You may submit a subscription for one share for each share you owned as of May 12, 2026. However, if you purchased shares in the private placement, you may not participate in this offering. If all shares are purchased, the total purchase price of the shares offered in this offering and gross proceeds we receive, before expenses, would be $14.38 million.

We must receive your subscription by 5:00 p.m., Eastern time, on September __, 2026. However, we have the option to extend the offering and the period for submitting your subscription for a period not to exceed 30 days, although we do not presently intend to do so. Pending closing of this offering, subscription funds will be held in escrow by Continental Stock Transfer & Trust, as subscription and escrow agent. You should carefully consider whether to submit a subscription prior to the expiration of the offering. All subscriptions are irrevocable, even if the offering is extended by our Board of Directors. However, if we amend the offering to allow for an extension of the offering for a period longer than 30 days or make a fundamental change to the terms set forth in this prospectus, you may cancel your subscription and receive a refund of your subscription funds, without interest or deduction.

We have engaged Regan & Associates, Inc. as our information agent for this offering. You may direct any questions to them at (800) 737-3426 or (212) 587-3005.


	Per share	Total(1)
Public offering price	$3.50	$14,377,678
Sales agent fees	$0.0000	$0
Proceeds to us, before expenses	$3.5000	$14,377,678

(1) Assumes the offering is fully subscribed.

Neither our Board of Directors nor the information agent makes any recommendation regarding your investment in this offering. Your ability to submit a subscription may not be sold, transferred, or assigned and will not be listed for trading on any stock exchange or market, specifically including the Nasdaq Capital Market.

Our Board of Directors may cancel the offering at any time prior to its expiration for any reason. In the event the offering is cancelled, all subscription payments received by the subscription and escrow agent will be returned, without interest or deduction, as soon as practicable.

Shares of our common stock are traded on the Nasdaq Capital Market under the symbol “BAFN.” On August 20, 2026, the closing sales price for our common stock was $7.38 per share. The shares of common stock issued in this offering will also trade on the Nasdaq Capital Market under the same symbol.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 17, as well as the other information relating to risks in documents we incorporate by reference into this prospectus to read about important factors you should consider before investing in our common stock.

Neither the Securities and Exchange Commission, or SEC, nor any state securities regulator have approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

As permitted under the rules of the SEC, this prospectus incorporates important business information about BayFirst Financial Corp. that is contained in documents that we file with the SEC, but that are not included in or delivered with this prospectus. You may obtain copies of these documents, without charge, from the website maintained by the SEC at www.sec.gov, as well as other sources. See “Where You Can Find Additional Information” in this prospectus.

The date of this prospectus is August __, 2026

TABLE OF CONTENTS


			Page
About This Prospectus			4
Cautionary Note Regarding Forward-Looking Statements			4
Incorporation of Certain Information By Reference			5
Implications of Being an Emerging Growth Company			5
Prospectus Summary			6
Summary of the Offering			9
Questions and Answers Relating to the Offering			13
Risk Factors			17
The Offering			20
Plan of Distribution			27
Use of Proceeds			27
Market Price, Dividends, and Related Stockholder Matters			28
Description of Our Securities			30
Material U.S. Federal Income Tax Considerations			33
Indemnification			32
Legal Matters			36
Experts			36
Where You Can Find Additional Information			37


Securities Offered			We are offering up to 4,107,908 shares of our common stock.


Subscription Privilege			You may submit a subscription for one share for each share you owned as of the record date. However, if you purchased shares in our recent private placement, you may not participate in this offering.


Expiration of the Offering			5:00 p.m., Eastern time, on September __, 2026.


Subscription Price			$3.50 per share, payable in cash. To be effective, any payment related to a subscription must clear prior to the expiration of the offering.


Use of Proceeds			We estimate that the net proceeds that we will receive from this offering, assuming it is fully subscribed, after the estimated offering expenses payable by us, will be approximately $14.0 million. We intend to use the net proceeds to improve the capital levels of the Company and the Bank, fund incremental allowance for credit losses, and to support the continued growth of the Bank and return it to profitability.


Non-Transferability of Subscription Privilege			The ability to subscribe may not be sold, transferred or assigned and will not be listed for trading on any stock exchange or market, including the Nasdaq Capital Market.


Material U.S. Federal Income Tax Consequences			For U.S. federal income tax purposes, we do not believe you should recognize income or loss upon submission of a subscription, but that conclusion may be unclear in certain respects. You should consult your own tax advisor as to the tax consequences of this offering. See “Material U.S. Federal Income Tax Consequences.”


No Board Recommendation			Our Board of Directors is making no recommendation regarding your submission of a subscription. Further, the information agent also makes no recommendation regarding this offering. You are urged to make your decision based on your own assessment of our business and this offering. Please see “Risk Factors” for a discussion of some of the risks involved in investing in our common stock.


No Revocation			All subscriptions are irrevocable, even if you later learn information that you consider to be unfavorable to the submission of your subscription and even if this offering is extended by our Board of Directors. However, if we amend the offering to allow for an extension of this offering for a period of more than 30 days or make a fundamental change to the terms set forth in this prospectus, you may cancel your subscription and receive a refund of any money you have advanced, without interest or deduction. You should not submit a subscription unless you are certain that you wish to purchase additional shares of our common stock at a price of $3.50 per share.


Extension, Cancellation and Amendment			We have the option to extend this offering and the period for submitting subscriptions for a period not to exceed 30 days, although we do not presently intend to do so. If we elect to extend the expiration of this offering, we will issue a press release announcing such extension no later than 9:00 a.m., Eastern time, on the next business day after the most recently announced expiration of this offering. We will extend the duration of this offering as required by applicable law or regulation and may choose to extend it if we decide to give investors more time to submit subscriptions. If we elect to extend this offering for more than 30 days, then subscribers may cancel their subscriptions and receive a refund of their subscription funds, without interest or deduction.


Directors		Number of Shares(1)	Right to Acquire(2)		Percent of Beneficial Ownership(3)
Derek S. Berset		70,233.19	16,950.00		0.32	%
Mark S. Berset		286,321.53	16,950.00		1.12	%
Dennis R. DeLoach, III		35,739.64	11,550.00		0.18	%
Alexander Harris		6,657.35	3,750.00		0.04	%
Anthony N. Leo		36,825.23	62,750.00		0.37	%
Robin L. Oliver		12,091.32	15,375.00		0.10	%
Christos Politis, M.D.		43,612.00	16,950.00		0.22	%
Alfred T. Rogers, Jr.	Alfred T. Rogers, Jr.	1,142,800.00	457,120.00	(4)	5.83	%
Anthony Saravanos		57,022.34	23,700.00		0.30	%
Bradly W. Spoor		24,881.73	16,950.00		0.16	%
Sheryl WuDunn		6,237.01	0.00		0.02	%
Barbara J. Zipperian		4,985.10	3,750.00		0.03	%
Named Executive Officers
Scott J. McKim		3,277.65	0.00	0	0.01	%
All Directors and Named Executive Officers as a Group (13 people)		1,730,684.09	645,795.00		8.61	%


SEC registration fee	$	1,986
Printing fees and expenses	5,000
Legal fees and expenses	75,000
Accounting fees and expenses	20,000
Information agent	10,000
Custodian, transfer agent, and registrar fees	20,000
Other advisors’ fees	91,888
Miscellaneous	120,449
Total	$	344,323


Date	Number of Shares	Proceeds		Sales Agent	Commissions		Class of Purchaser	Exemption Claimed
9/29/2023	1,835	$1,835,000		NA	$	—	Accredited Investors	Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D
10/18/2023	1,995	$	1,995,000	NA	$	—	Accredited Investors	Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D
11/2/2023	1,760	$	1,760,000	NA	$	—	Accredited Investors	Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D
11/30/2023	731	$	731,000	NA	$	—	Accredited Investors	Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D
12/292023	125	$	125,000	NA	$	—	Accredited Investors	Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D


			Our Board of Directors may cancel this offering at any time prior to its expiration for any reason. If this offering is cancelled, we will issue a press release notifying shareholders of the cancellation and all subscription payments received by the subscription and escrow agent will be returned, without interest or deduction, as soon as practicable.


			Our Board of Directors also reserves the right to amend or modify the terms of this offering. If we make any fundamental changes to the terms set forth in this prospectus, we will file a post-effective amendment to the registration statement in which this prospectus is included, offer subscribers the opportunity to cancel their subscriptions and issue a refund of any money advanced by such shareholder, without interest or deduction, and recirculate an updated prospectus after the post-effective amendment is declared effective by the SEC. In addition, upon such event, we may extend the expiration date of this offering to allow shareholders ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect to this offering and the new expiration date. The terms of the offering cannot be modified or amended after the expiration of the offering. Although we do not intend to do so, we may choose to amend or modify the terms of the offering for any reason, including, without limitation, in order to increase participation in the offering. Such amendments or modifications may include a change in the subscription price although no such change is presently contemplated.


Procedures for Subscribing			To submit a subscription, you must complete the subscription forms and deliver them to the subscription and escrow agent, Continental Stock Transfer & Trust Company ("Continental"), together with full payment for all the shares you subscribe for. You may deliver the documents and payments by mail or commercial carrier. If regular mail is used for this purpose, we recommend using registered mail, properly insured, with return receipt requested.


Backstop Purchaser			In the event this offering is not fully subscribed for, the Company will offer to sell to Kenneth R. Lehman, at the offering price, any and all shares otherwise unsold in this offering.


Shares Outstanding Before this Offering			26,962,815 shares of our common stock were outstanding as of August 20, 2026.


Shares Outstanding After Completion of this Offering			We expect to issue up to 4,107,908 shares of our common stock in this offering. We anticipate that we will have 31,070,723 shares of our common stock outstanding immediately after completion of the offering.


Fees and Expenses			We will pay the fees and expenses related to this offering.


Nasdaq Capital Market Trading Symbol			Shares of our common stock are traded on the Nasdaq Capital Market under the symbol “BAFN.”


Questions			If you have any questions about this offering, including questions about subscription procedures and requests for additional copies of this prospectus or other documents, please contact Regan & Associates at (800) 737-3426 or (212) 587-3005.


Risk Factors			Before you invest in this offering, you should be aware that there are risks associated with your investment, including the risks described in the section entitled “Risk Factors” beginning on page 17 of this prospectus. You should carefully read and consider these risk factors together with all of the other information included in or incorporated by reference into this prospectus before you decide to subscribe to purchase shares of our common stock.


			•						deliver payment to Continental using the methods outlined in this prospectus before 5:00 p.m., Eastern time, on September __, 2026; and


			•						deliver a properly completed subscription form to Continental before 5:00 p.m., Eastern time, on September __, 2026.


Exhibit Number						Exhibit Name
*3.1						Amended and Restated Articles of Incorporation
*3.2						Bylaws
*3.3						Amendment to Bylaws, dated August 22, 2019
*3.4						Amendment to Articles of Incorporation, dated September 7, 2023
*3.5						Articles of Amendment to the Amended and Restated Articles of Incorporation - Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series D (Exhibit I-1 to Exhibit 10.16)
*3.6						Articles of Amendment to the Amended and Restated Articles of Incorporation - Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series E (Exhibit I-2 to Exhibit 10.16)
*4.1						Form of common stock certificate
*4.4						Form of Series C Cumulative Convertible Preferred Stock certificate
4.5						Rights Card
5.1						Opinion of Igler and Pearlman, P.A.
*10.1						Amended and Restated 2017 Equity Incentive Plan
*10.2						Form of Stock Option Agreement under Amended and Restated 2017 Equity Incentive Plan
*10.3						Form of Restricted Stock Award Grant Notice under Amended and Restated 2017 Equity Incentive Plan
*10.4						Form of Restricted Stock Unit Award Grant Notice under Amended and Restated 2017 Equity Incentive Plan
*10.5						Amended and Restated Dividend Reinvestment and Stock Purchase Plan
*10.6						2015 Non-Qualified Employee Stock Purchase Plan Amended and Restated, dated January 25, 2022
*10.7						First Amendment to 2015 Non-Qualified Employee Stock Purchase Plan
*10.8						Business Loan Agreement with First National Bankers Bank, dated March 10, 2021
*10.9						Form of 4.5% Fixed-to-Floating Subordinated Note Due 2021 issued on June 30, 2021
*10.10						Employment Agreement with Thomas G. Zernick, dated October 20, 2021
*10.11						Employment Agreement with Robin L. Oliver, dated October 20, 2021
*10.12						Employment Agreement with Scott J. McKim, dated July 24, 2023
*10.13						Form of Master Lease by and between BayFirst National Bank and Mountainseed Real Estate Services, LLC
*10.14						Amendment to 4.5% Fixed to Floating Subordinated Notes Due June 30, 2031
*10.15						Change in Terms Agreement for FNBB Term Loan
*10.16						Securities Purchase Agreement. dated April 28, 2026
*10.17						Form of Registration Rights Agreement (Exhibit A to Exhibit 10.16)
*10.18						Exchange Agreement (Exhibit J to Exhibit 10.16)
*10.19						Employment Agreement with Alfred T. Rogers, Jr.
*21.1						Subsidiaries of Registrant
23.1						Consent of Forvis Mazars, LLP
23.2						Consent of Igler and Pearlman, P.A. (contained in Exhibit 5.1)
*24.1						Power of Attorney (contained with Signatures)
107						Filing Fee Table