On August 13, 2009, The Bancorp, Inc. (the "Company") and its wholly-owned subsidiary, The Bancorp Bank (the "Bank"), entered into an underwriting agreement (the "Underwriting Agreement") with Sandler O'Neill + Partners, L.P., as representative of the underwriters named therein, to issue and sell 10,000,000 shares of the Company's common stock, par value $1.00 per share ("Common Stock"), at a public offering price of $5.75 per share in an underwritten public offering (the "Offering"). As part of the Offering, the Company granted the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of Common Stock to cover over-allotments, if any. The net proceeds of the Offering, after underwriting discounts and expenses, will be approximately $54.0 million.

The Underwriting Agreement contains customary representations, warranties and covenants among the parties as of the date of entering into such Underwriting Agreement; these representations, warranties and covenants are not factual information to investors about the Company or the Bank. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

The shares of Common Stock were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (Registration No. 333-155414) declared effective by the Securities and Exchange Commission on July 2, 2009 (the "Registration Statement"). The Offering is being made under the prospectus supplement, dated August 13, 2009 ("Prospectus Supplement"), and the accompanying prospectus, dated July 2, 2009, constituting a part of the Registration Statement.

On August 14, 2009, the Company filed with the Securities and Exchange Commission the Prospectus Supplement to the base prospectus contained in the Company's Registration Statement. Exhibits 1.1, 5.1 and 23.1 attached to this Current Report on Form 8-K are incorporated by reference in their entirety into the Prospectus Supplement and Registration Statement.

The Prospectus Supplement updated the risk factors contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2008. A copy of the updated risk factors is filed herewith as Exhibit 99.1 and by this reference incorporated herein.

(d) The following exhibits are included with this report:

Exhibit No.   Exhibit Description
 1.1          Underwriting Agreement, dated August 13, 2009, among The Bancorp, Inc.,
              The Bancorp Bank and Sandler O'Neill + Partners, L.P., as representative
              of the underwriters.

 5.1          Opinion of Ledgewood.

23.1          Consent of Ledgewood (included in Exhibit 5.1).

99.1          Risk Factors