SEC Form SC 13D/A filed by Axos Financial Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

(Amendment No. 1)*

Axos Financial, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05465C100

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 27, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
(Page 1 of 4 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) to Schedule 13D amends the Schedule 13D filed by Don R. Hankey on November 14, 2012 (the “Schedule 13D”) with respect to the common stock of AXOS Financial, Inc., (formerly Bofi Holding Inc., the “Company” or “AXOS”). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended by adding the following:

HFC Acceptance, LLC (“HFCA”), of which Mr. Hankey is the sole manager acquired an aggregate of 95,082 shares of the Company’s common stock for an aggregate purchase price of $3,824,239.84, which was funded through HFCA’s available cash.

The Don Hankey Trust, of which Mr. Hankey is the sole trustee, purchased an aggregate of 126,000 shares of the Company’s common stock for an aggregate purchase price of $4,357,601.73, which was funded through the Don Hankey Trust’s available cash.

Items 5(a), 5(b), 5(c), and 5(e) of Schedule 13D are hereby amended and restated in their entirety to read as follows:

Percentage beneficial ownership: 4.71%

Percentage beneficial ownership reported herein reflects 59,984,909 shares of common stock outstanding, as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 25, 2023