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) March 25, 2025

 

ArrowMark Financial Corp.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   811-22853   90-0934878
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)
         

100 Fillmore Street, Suite 325, Denver, Colorado

  

80206

  
(Address of principal executive offices)   (Zip Code)  

 

Registrant’s telephone number, including area code (303) 398-2929

 

(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 BANX NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 o this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On March 25, 2025, ArrowMark Financial Corp. (the “Company”) received a letter from Nasdaq in response to the Company’s notification to Nasdaq that Mr. Michael Stolper, who was an independent director and member of the Company’s Audit Committee, had passed away on March 21, 2025.  As a result, the Company has only two independent directors serving on its Audit Committee and is not in compliance with Nasdaq’s audit committee composition requirement of three independent directors as set forth in Nasdaq Listing Rule 5605(c). 

 

Consistent with Listing Rule 5605(c)(4), Nasdaq has provided the Company a cure period in order to regain compliance (i) until the earlier of the Company’s next annual shareholders’ meeting or March 21, 2026, or (ii) if the next annual shareholders’ meeting is held before September 17, 2025, then the Company must evidence compliance no later than September 17, 2025. 

 

The Company was expecting the letter from Nasdaq and the Nominating and Governance Committee of the Board of Directors is currently seeking to identify a suitable candidate for appointment to the Board of Directors who will satisfy the independence requirements for serving on the Company’s audit committee. The Company anticipates that it will be able to identify and appoint a suitable candidate prior to September 17, 2025.

 

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.

 

  ARROWMARK FINANCIAL CORP.
Date: March 28, 2025  
  By: /s/ Patrick J. Farrell
  Name: Patrick J. Farrell
  Title: Chief Financial Officer
 
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Document And Entity Information
Mar. 25, 2025
Document Information Line Items  
Entity Central Index Key 0001578987
Document Type 8-K
Document Period End Date Mar. 25, 2025
Entity Registrant Name ArrowMark Financial Corp.
Entity Incorporation, State or Country Code DE
Entity File Number 811-22853
Entity Tax Identification Number 90-0934878
Entity Address, Address Line One 100 Fillmore Street
Entity Address, Address Line Two Suite 325
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80206
City Area Code 303
Local Phone Number 398-2929
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol BANX
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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