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

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:

Securities registered pursuant to Section 12(b) of the Act:

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).   x

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. ¨

On February 4, 2020, BayCom Corp, a California corporation (“BayCom”) completed its previously announced acquisition of Grand Mountain Bank Bancshares, Inc. (“GMB”) pursuant to an Agreement and Plan of Merger, dated November 1, 2019 (the “Merger Agreement”), by and between BayCom and GMB. Under the terms of the Merger Agreement, GMB merged with and into BayCom (the “Merger”), with BayCom as the surviving corporation in the Merger. Immediately following the Merger, Grand Mountain Bank, a wholly-owned subsidiary of GMB, merged with and into United Business Bank, a wholly-owned subsidiary of BayCom (the “Bank Merger”), with United Business Bank as the surviving bank in the Bank Merger.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), BayCom paid aggregate consideration to GMB shareholders of $13.9 million in cash. Each share of common stock of GMB outstanding immediately prior to the Effective Time, including any dissenting shares, converted into the right to receive $3.40 per share in cash.

At December 31, 2019, GMB had approximately $132.5 million in assets, $96.7 million in loans, $119.0 million in deposits and $11.1 million in shareholder's equity. The transaction expands United Business Bank’s presence in Colorado which will serve Grand County, Colorado through its four convenient full-service locations and a loan office in Summit County. Upon completion of the transaction, the combined company has approximately $2.1 billion in total assets, $1.6 billion in total loans and $1.8 billion in total deposits.

On February 5, 2020, BayCom issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

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 thereunto duly authorized.