BayFirst Financial Corp.

S-11 forms-1resale.htm S-1

As filed with the Securities and Exchange Commission on August 13, 2026

Registration No. 333-[______]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

BAYFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

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

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 DriveSuite 801-180Tallahassee, 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.

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 13, 2026

Up to 22,856,000 Shares of Common Stock

This prospectus relates to the offer and sale of up to 22,856,000 shares of our common stock, no par value (the “Securities”) issued upon the conversion or exchange of our Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series D, no par value (the “Series D Preferred Stock”) and Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series E, no par value (the “Series E Preferred Stock”), by certain selling shareholders identified herein (the “selling shareholders”).

The Securities were issued by us to the selling shareholders as part of the private placement of our securities that closed on April 28, 2026, as described further in this prospectus. We are registering the resale of the Securities pursuant to a Registration Rights Agreement entered into with the selling shareholders in connection with such private placement.

The selling shareholders may sell all or a portion of the Securities from time to time, in amounts, at prices and on terms as they may determine. The Securities may be sold by any means described in the section of this prospectus entitled “Plan of Distribution” beginning on page 10. We will not receive any proceeds from the sale of the Securities by the selling shareholders.

Shares of our common stock are traded on the Nasdaq Capital Market under the symbol “BAFN.” On August 11, 2026, the closing sales price for our common stock was $6.20 per share.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning onpage 9, 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 _____________, 2026

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