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rbb20230404_8k.htm
false 0001499422 0001499422 2023-04-03 2023-04-03
 
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 7, 2023 (April 3, 2023)
 
RBB BANCORP
(Exact Name of Registrant as Specified in Charter)
 
 
California
001-38149
27-2776416
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
   
1055 Wilshire Blvd., 12th floor, Los Angeles, California
 90017
(Address of Principal Executive Offices)
 (Zip Code)
 
 
Registrant’s Telephone Number, Including Area Code: (213) 627-9888
 
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 (see General Instructions 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 exchange on which registered
Common Stock, No Par Value
  
RBB
  
NASDAQ Global Select Market
 
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On April 3, 2023, RBB Bancorp (the “Company”) received a notice (the “Notice”) from The NASDAQ Stock Market (“Nasdaq”) stating that because the Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”), the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
 
The Company was unable to file the Form 10-K, without unreasonable effort and expense, as the Company needed more time to complete the Sarbanes-Oxley Act ("SOX") control procedures, review of the annual financial statements and the Form 10-K. The Company filed the Form 10-K on April 7, 2023.
 
On April 7, 2023, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits 
 
Number
  
Description
99.1
  
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
2
 
 
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.
 
 
RBB BANCORP
  (Registrant)  
     
Date: April 7, 2023
By: 
/s/ David Morris
   
David Morris
    President and Chief Executive Officer
 
3
ex_497041.htm

Exhibit 99.1 

 

https://cdn.kscope.io/8919eaed93bae8779ad66f01737890d8-ex_450668img001.jpg

 

 

Press Release

For Immediate Release

 

  Contact: 

David Morris
   

President and Chief Executive Officer
   

(714) 670-2488

 

 

RBB Bancorp Receives NASDAQ Notice on Late Filing of its Form 10-K

 

LOS ANGELES—/Businesswire/—April 7, 2023 -- RBB Bancorp (NASDAQ: RBB) (the "Company"), the bank holding company for Royal Business Bank (the "Bank") and RBB Asset Management Company, announced today that it has received a notice (the "Notice") from The NASDAQ Stock Market ("Nasdaq") on April 3, 2023 notifying the Company that, because its Annual Report on Form 10-K for the year ended December 31, 2022 (the "Form 10-K") has not been filed with the Securities and Exchange Commission by the required due date of March 31, 2023, the Company is not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1).The Notice received from Nasdaq has no immediate effect on the listing or trading of the Company's shares on the Nasdaq Global Select Market, although there can be no assurances that further delays in the filing of the Form 10-K will not have an impact on the listing or trading of the Company's common stock.

 

The Company was unable to file the Form 10-K, without unreasonable effort and expense, as the Company needed more time to complete the Sarbanes-Oxley Act ("SOX") control procedures, review of the annual financial statements and the Form 10-K. The Company filed the Form 10-K on April 7, 2023.

 

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.

 

Corporate Overview

 

RBB Bancorp is a community-based financial holding company headquartered in Los Angeles, California. As of December 31, 2022, the Company had total assets of $3.9 billion. Its wholly-owned subsidiary, the Bank is a full service commercial bank, which provides business banking services to the Chinese-American communities in Los Angeles County, Orange County, and Ventura County in California, in Las Vegas, Nevada, in Brooklyn, Queens, and Manhattan in New York, in Edison, New Jersey, in the Chicago neighborhoods of Chinatown and Bridgeport, Illinois, and on Oahu, Hawaii. Bank services include remote deposit, E-banking, mobile banking, commercial and investor real estate loans, business loans and lines of credit, commercial and industrial loans, SBA 7A and 504 loans, 1-4 single family residential loans, automobile lending, trade finance, a full range of depository account products and wealth management services. The Bank has nine branches in Los Angeles County, two branches in Ventura County, one branch in Orange County, California, one branch in Las Vegas, Nevada, three branches and one loan operation center in Brooklyn, three branches in Queens, one branch in Manhattan in New York, one branch in Edison, New Jersey, two branches in Chicago, Illinois, and one branch in Honolulu, Hawaii. The Company's administrative and lending center is located at 1055 Wilshire Blvd., Los Angeles, California 90017, and its finance and operations center is located at 7025 Orangethorpe Ave., Buena Park, California 90621. The Company's website address is www.royalbusinessbankusa.com.

 

Safe Harbor

 

This press release, and oral statements made regarding the subjects of this release, contains “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, or the Reform Act, which may include, but are not limited to, statements regarding the Company’s estimates, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts, including statements identified by words such as “believe,” “plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and similar expressions. All statements addressing the Company’s ability to regain compliance with the Nasdaq listing requirements and future operating results are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on management’s current views and assumptions regarding future events and operating performance, and are inherently subject to significant uncertainties and contingencies and changes in circumstances, many of which are beyond the Company’s control. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release. You should carefully review the risk factors described in the Form 10-K for the year ended December 31, 2021  and Amendment No. 1 thereto and other documents the Company files from time to time with the Securities and Exchange Commission.