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): ~~April~~July 2619, 2021

FIRST CHOICE BANCORP

(Exact Name of Registrant as Specified in Charter)

California

001-38476

82-2711227

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

17785 Center Court Drive, N Suite 750

Cerritos, California

90703

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (562) 345-9092

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:

☒☐ 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))

☐ 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, no par value FCBP The Nasdaq ~~Capital~~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 2 5.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~April~~July 2619, 2021, First Choice Bancorp (~~NASDAQ:~~the ~~FCBP~~“Company”), ~~the~~held ~~holding~~its ~~company~~previously ~~for~~announced ~~First~~Special ~~Choice~~Meeting ~~Bank~~of Shareholders (the “~~Company~~Special Meeting”). ~~announced~~Present at the Special Meeting in person or by proxy were holders of 7,452,484 shares of common stock of the Company, ~~its~~representing ~~consolidated~~63.0% ~~results~~of the voting power of ~~operations~~the ~~and~~shares ~~financial~~of ~~condition~~common atstock ~~and~~of ~~for~~the Company as of the ~~three~~close ~~months~~of ~~ended~~business ~~March~~on 31May 28, 2021, the record date for the Special Meeting, and constituting a quorum for the transaction of business. All matters voted upon at the Special Meeting were approved with the required votes. The ~~press~~matters ~~release~~that were voted upon at the Special Meeting, and the number of votes cast isfor ~~furnished~~and against, as ~~Exhibit~~well 99as the number of abstentions, as to each such matter are set forth below.1 ~~and~~There ~~incorporated~~were ~~herein~~no bybroker ~~reference~~non-votes.

~~Item~~1. ~~7.01~~ ~~Regulation~~Approval FDof ~~Disclosure~~the merger agreement and the transactions contemplated thereby (the “Merger Proposal”).

On April 26, 2021, the Company posted an Investor Presentation, dated April 26, 2021, to its website. The Investor Presentation will be used in communications with investors and analysts in the future. A copy of the presentation material is furnished as Exhibit 99.2 of this Form 8-K and is also available on the Company’s website at https://www.firstchoicebankca.com/, and clicking “Investor Relations” and then clicking “Presentations” under the “News and Events” menu located at the top.

For		Against		Abstain
7,277,484		172,473		2,527

~~By filing~~2. ~~this~~Approval ~~Current~~of ~~Report~~the onadjournment ~~Form~~or ~~8-K~~postponement ~~and~~of ~~furnishing~~ the ~~information~~Special ~~contained herein~~Meeting, ~~the~~if ~~Company~~necessary ~~makes~~or noappropriate, ~~admission as~~ to ~~the materiality~~solicit ofadditional ~~any~~proxies ~~information~~if, inimmediately ~~this~~prior ~~report~~to ~~that~~such isadjournment, ~~required~~there toare benot ~~disclosed~~sufficient ~~solely~~votes byto ~~reason~~approve ofthe ~~Regulation~~Merger FDProposal.

The information contained in the presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

For		Against		Abstain
6,888,307		552,049		12,128

Item. 8.01 Other Events

On April 26, 2021, the Company issued a press release announcing the declaration of a cash dividend of $0.25 per share, payable on or about May 24, 2021, to holders of its common stock of record as of the close of business on May 10, 2021. A copy of the press release announcing the cash dividend is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

The information in this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, is being furnished pursuant to Items 2.02, 7.01 and 8.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall expressly be set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Earnings Releases, dated April 26, 2021
99.2		Investor Presentation, dated April 26, 2021
99.3		Press Release announcing Dividend, dated April 26, 2021

SIGNATURES

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

	FIRST CHOICE BANCORP
Dated: April 26, 2021	By:	/s/ Robert M. Franko
Dated: July 19, 2021	By:	/s/ Robert M. Franko
	Name:	Robert M. Franko
	Title:	President & Chief Executive Officer

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