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GBFH on Nasdaq

GBank Financial Holdings Inc.

GBank Financial Holdings Inc. is an American state commercial bank that raised $54.3 million in 2026 (SEC Form D).2 It is headquartered in Las Vegas, United States.2 Its shares trade on Nasdaq under the symbol GBFH.2

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Last updated Oct 21, 2026.

Overview

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  • TickerGBFH on Nasdaq2
  • IndustryState Commercial Banks2
  • HeadquartersLas Vegas, United States2
  • Incorporated inNV3
  • Business address9115 W. Russell Rd., Suite 110, Las Vegas, Nv 891483
  • Filer category, Emerging growth company3
  • Legal formCorporation2
  • LEI9845008U7CD30F9F57542
  • StatusActive2
  • LEI statusIssued and current2
  • Registered address410 S RAMPART BLVD STE 350, 89145 Las Vegas, United States2
  • Registered withBusiness Center (Secretary of State), NV201717818252

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

1.7%Net margin5
12.6%Return on equity5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs98¢$1.2B
  • Income tax0¢$6.0M
  • Profit2¢$20.9M

Out of $1.2B in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$9.6M

Out of $9.6M of cash from operations.5

Financial statements

Net income5$20.9M in 2025+12% since 2024
0$10.0M$20.0M$30.0M2024: $18.6M$18.6M20242025: $20.9M$20.9M2025+12%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Interest and fees on loans$73.6M$66.3M
Interest on deposits with other financial institutions$4.7M$4.6M
Taxable interest on investment securities$5.5M$4.0M
Other interest bearing balances$460.0K$375.0K
Total interest income$84.3M$75.2M
Interest on deposits$32.5M$27.8M
Interest on short-term borrowings$0$113.0K
Interest on subordinated debt$1.1M$1.1M
Total interest expense$33.6M$29.0M
Net interest income$50.7M$46.2M
PROVISION FOR CREDIT LOSSES$3.9M$2.2M
Net interest income after provision for credit losses$46.9M$44.0M
Gain on sale of loans$12.3M$12.1M
Loan servicing income$3.2M$1.8M
Service charges and fees$228.0K$184.0K
Net interchange fees$7.8M$1.3M
Net gain on sales of investment securities$426.0K$0
Other income$1.4M$818.0K
Total noninterest income$25.3M$16.2M
Salaries and employee benefits$25.5M$22.3M
Data processing$6.1M$3.7M
Occupancy expense$1.6M$1.7M
Legal and professional fees$2.3M$2.2M
Loan related costs$2.1M$1.7M
Audits and exams$1.3M$659.0K
Advertising and marketing$2.8M$562.0K
FDIC insurance$520.0K$454.0K
Other$2.9M$2.9M
Total noninterest expense$45.1M$36.2M
INCOME BEFORE PROVISION FOR INCOME TAXES$27.1M$23.9M
Provision for income taxes$6.0M$5.3M
NET INCOME BEFORE EQUITY INVESTMENT LOSS$21.1M$18.6M
Net loss attributable to equity investment-$145.0K$0
Net income$20.9M$18.6M
Basic earnings per share$1.46$1.41
Diluted earnings per share$1.44$1.39
Weighted-average basic shares outstanding14.3M shares13.2M shares
Weighted-average diluted shares outstanding14.5M shares13.4M shares

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Corporate structure

GBank Financial Holdings Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of GBank Financial Holdings Inc.

  • GBank Financial Holdings Inc. Las Vegas, Nevada, United States
    • GBank Subsidiary · Nevada, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What GBank Financial Holdings Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Furniture and fixtures$3.3M5 Dec 31, 2025$2.8M5 Dec 31, 2024+16.7%
Leasehold improvements$3.4M5 Dec 31, 2025$3.4M5 Dec 31, 2024+0.8%
Property and equipment, before depreciation$6.7M5 Dec 31, 2025$6.2M5 Dec 31, 2024+8.0%
Accumulated depreciation$5.6M5 Dec 31, 2025$5.4M5 Dec 31, 2024+4.4%
Property and equipment, net$1.1M5 Dec 31, 2025$835.0K5 Dec 31, 2024+31.0%
Operating-lease assets (leased space)$5.3M5 Dec 31, 2025$4.5M5 Dec 31, 2024+17.2%

Investments

ItemLatestA year beforeChange
Loans, net of allowance$949.4M5 Dec 31, 2025$806.8M5 Dec 31, 2024+17.7%
Deposits held (banks)$1.1B5 Dec 31, 2025$935.1M5 Dec 31, 2024+22.2%

Properties, in its own words

Our principal executive offices are located at 9127 W. Russell Rd., Suite 210, Las Vegas, Nevada 89148. We lease this location on a term lease agreement, which expires on September 30, 2032, and our rent expense for this office totaled approximately $30 thousand per month in 2025. As of December 31, 2025, we operated two full-service commercial branches located at 9115 W. Russell Rd., Suite 110, Las Vegas, Nevada 89148 (the “Las Vegas Branch”) and 3275 St. Rose Parkway, Henderson, Nevada 89052 (the “Henderson Branch”). Each of the Las Vegas Branch and Henderson Branch is leased under a term lease agreement, which expires in September 2032 and October of 2032, respectively. Our rent expense for the Las Vegas Branch and Henderson Branch totaled approximately $30 thousand and $24 thousand per month, respectively, in 2025. We believe that our office and branch locations are sufficient to meet our current needs, and that suitable additional space will be available as and when needed on acceptable terms. For additional information regarding the lease commitments, see “Note 6 - Operating Leases” within the Notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Item 2 of the 10-K filed Mar 30, 2026.8

Leadership

Who has led GBank Financial Holdings Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Terrance Ryan Sullivan2025
  2. Edward Michael Nigro2025–2026
  3. Jeffrey K. Newgard2026–now

Chair

  1. Edward Michael Nigro2025–now

President

  1. Jeffrey K. Newgard2026–now

Chief financial officer

  1. Jeffery Ernest Whicker2025–now

Chief operating officer

  1. Tara Allyce Campbell2025–now
Board members and other officers (19)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Mr. Whicker is Treasurer, EVP and Chief Financial Officer of Issuer.Jeffrey E. Whicker named Oct 21, 202431
  • Mr. Sullivan is the President, CEO and Director of the Issuer and of subsidiary of Issuer performing policy making functions of the issuer.T. Ryan Sullivan named Dec 27, 2021 to Oct 21, 202431
  • Mr. Finley is a Director of IssuerA. Lee S Finley named Dec 27, 2021 to Jan 23, 202632
  • Ms. Lever is a Director of Issuer.Katie S. Lever named Dec 27, 2021 to Oct 21, 202431

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • GBank Nevada4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 9, 20268-K Regulation FD disclosure33
  2. Aug 21, 20268-K Results of operations34
  3. Jul 29, 20268-K Results of operations35
  4. Jul 23, 20268-K Other events36
  5. Jul 20, 20268-K Regulation FD disclosure37
  6. Jun 16, 2026New chief executive Jeffrey K. Newgard becomes CEO9
  7. May 19, 20268-K Executive or director change38
  8. May 12, 20268-K Executive or director change39
  9. May 5, 20268-K Shareholder vote40
  10. Apr 29, 20268-K Results of operations41
  11. Apr 20, 20268-K Regulation FD disclosure42
  12. Feb 4, 20268-K Regulation FD disclosure43
  13. Jan 28, 20268-K Results of operations44
  14. Dec 22, 2025New chief executive Edward Michael Nigro becomes CEO11
  15. May 2, 2025New chief executive Terrance Ryan Sullivan becomes CEO10
  16. Dec 5, 2017Founded GBank Financial Holdings Inc. is founded2

Calendar

Coming up

  1. Oct 28, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.44 a share, on Oct 28, 2025.45

When it reported results

  1. Aug 21, 2026Reported quarterly or annual results34
  2. Jul 29, 2026Reported quarterly or annual results35
  3. Apr 29, 2026Reported quarterly or annual results41
  4. Jan 28, 2026Reported quarterly or annual results44
  5. Oct 29, 2025Reported quarterly or annual results46
  6. Jul 28, 2025Reported quarterly or annual results47
  7. May 1, 2025Reported quarterly or annual results48

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

168 filings to the SEC since October 2021: 1 annual reports, 5 quarterly reports, 30 major events, 95 insider forms, 2 large holders, 4 private raises, 31 other. The latest 20:

  1. Oct 13, 20264 EDGAR
  2. Oct 13, 20264 EDGAR
  3. Oct 13, 20264 EDGAR
  4. Oct 13, 20264 EDGAR
  5. Oct 13, 20264 EDGAR
  6. Oct 13, 20264 EDGAR
  7. Sep 10, 20264 EDGAR
  8. Sep 9, 20268-K EDGAR
  9. Aug 21, 20268-K/A EDGAR
  10. Aug 13, 202610-Q EDGAR
  11. Aug 7, 20264 EDGAR
  12. Aug 6, 20263 EDGAR
  13. Aug 6, 20263 EDGAR
  14. Aug 6, 20263 EDGAR
  15. Aug 5, 20264 EDGAR
  16. Aug 5, 20264 EDGAR
  17. Aug 5, 20264 EDGAR
  18. Aug 5, 20264 EDGAR
  19. Jul 29, 20268-K EDGAR
  20. Jul 23, 20268-K EDGAR

The 168 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

27 open-market trades by officers, directors and large owners since October 2021: 10 buys and 17 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 8, 2026Voinovich Michael CDirectorBuy2,500$20.00$50.0KForm 4
Aug 5, 2026Griege Charles William Jr.DirectorBuy25,000$21.03$525.8KForm 4
Aug 4, 2026EVOL Capital Holdings LLCBuy5,000$21.07$105.3KForm 4
Aug 4, 20262000 Universal Holdings LLCBuy9,200$21.51$197.9KForm 4
Aug 4, 2026Herbst Timothy PDirectorBuy10,000$21.50$215.0KForm 4
Aug 4, 2026NEWGARD JEFFREY KPresident/CEO (GBank)Buy13,065$21.54$281.4KForm 4
Aug 3, 2026NEWGARD JEFFREY KPresident/CEO (GBank)Buy19,198$21.75$417.6KForm 4
Jun 5, 2026Griege Charles William Jr.DirectorBuy28,000$29.00$812.0KForm 4
Mar 3, 2026Whicker Jeffery ErnestEVP/CFO (GBank)Sale7,125$29.98$213.6KForm 4
Mar 2, 2026Whicker Jeffery ErnestEVP/CFO (GBank)Sale24,875$30.07$748.0KForm 4
Feb 25, 2026Campbell Tara AllyceEVP/COO of GBankSale7,000$31.41$219.9KForm 4
Nov 11, 2025Griege Charles William Jr.DirectorBuy25,000$33.30$832.5KForm 4
Nov 7, 20251990 Sovereign Holdings LLCBuy800$34.06$27.3KForm 4
Nov 3, 2025Campbell Tara AllyceEVP/COO of GBankSale3,867$35.61$137.7KForm 4
Sep 15, 2025Levine Scot MichaelEVP, CRO (GBank)Sale5,650$39.07$220.7KForm 4
Sep 12, 2025Levine Scot MichaelEVP, CRO (GBank)Sale2,350$39.29$92.3KForm 4
Aug 5, 2025Fersdahl David JonEVP/Card & Payments (GBank)Sale160$37.83$6.1KForm 4
Aug 4, 2025Fersdahl David JonEVP/Card & Payments (GBank)Sale2,840$37.81$107.4KForm 4
Jun 13, 2025Sklar Family LLCSale1,808$36.05$65.2KForm 4
Jun 10, 20251990 Sovereign Holdings LLCSale4,239$39.72$168.4KForm 4

All 27 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Nancy M. DeCouEVP & Chief SBA Officer of the Bank$248.1K$4.2M51
2025Edward M. NigroExecutive Chairman and Chief Executive Officer$250.0K$1.3M51
2025T. Ryan SullivanFormer President and Chief Executive Officer$300.0K$1.1M51
2025Jeffery E. WhickerChief Financial Officer$305.5K$599.4K51
2024Nancy M. DeCouEVP & Chief SBA Officer of the Bank$229.7K$4.4M51
2024T. Ryan SullivanFormer President and Chief Executive Officer$400.0K$1.0M51
2024Edward M. NigroExecutive Chairman and Chief Executive Officer$250.0K$829.4K51
2024Jeffery E. WhickerChief Financial Officer$280.6K$481.8K51

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$54.3M 2021–2026
Money received by yearMoney received by year, 2021–2026: $54.3M in all. Private raises (Form D) $54.3M.$0$10M$20M$30M2021 · Private raises (Form D): $20.0M202120232024 · Private raises (Form D): $23.3M20252026 · Private raises (Form D): $11.0M2026
Figures by year
YearPrivate raises (Form D)Total
2026$11.0M$11.0M
2024$23.3M$23.3M
2021$20.0M$20.0M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Jan 14, 2026Raised $11 million in a private offering of debt32 Form D: 10 investors so far Form D
  2. Oct 11, 2024Raised $20 million in a private offering of equity31 Form D: $20 million offered in all Form D
  3. Jun 25, 2024Raised $3.3 million in a private offering of equity52 Form D: 1 investor so far Form D
  4. Dec 14, 2021Raised $20 million in a private offering of debt53 Form D: 6 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 82. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.664,990$20.2M0.0%+47,668
Vanguard Capital Management LLC421,802$12.8M0.0%+8,849
Arista Wealth Management, LLC295,296$9.0M1.0%No change
Geode Capital Management, LLC243,165$7.4M0.0%+22,528
Chapin Davis, Inc.232,425$7.0M1.2%+50
State Street Corp203,809$6.2M0.0%+9,771
Cannell & Spears LLC202,125$6.1M0.1%No change
RVW Wealth, LLC119,023$3.6M0.2%−39,831
Emerald Mutual Fund Advisers Trust118,000$3.6M0.1%No change
Kennedy Capital Management LLC116,637$3.5M0.1%−36,239
Citadel Advisors LLC90,439$2.7M0.0%+29,271
Quantinno Capital Management LP77,970$2.4M0.0%+7
Charles Schwab Investment Management Inc77,476$2.3M0.0%+2,476
Aqr Capital Management LLC77,245$2.3M0.0%New
Northern Trust Corp75,730$2.3M0.0%+9,769
HighTower Advisors, LLC70,259$2.1M0.0%+35
Vanguard Fiduciary Trust Co66,224$2.0M0.0%+4,967
Vanguard Portfolio Management LLC65,866$2.0M0.0%+13,907
Susquehanna International Group, Llp56,101$1.7M0.0%New
Pacific Ridge Capital Partners, LLC46,602$1.4M0.3%+6,392
T3 Companies, LLC39,200$1.2M1.4%+5,000
Millennium Management LLC38,878$1.2M0.0%−6,793
Emerald Advisers, LLC29,227$885.9K0.0%No change
Squarepoint Ops LLC25,030$758.7K0.0%New
UBS Group AG23,670$717.4K0.0%−34,772

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How GBank Financial Holdings Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARGBank Financial Holdings Inc.1
  • CIK0001791145
  • Employer ID (EIN)82-38697868
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company8
  • Incorporated inNevada8
  • Fiscal year endsDecember 311
  • Industry code (SIC)6022 State Commercial Banks1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address9115 W. Russell Rd., Suite 110, Las Vegas, NV 891481
  • Phone702-851-42011
  • Shares outstanding14,516,457 as of Aug 7, 20267
  • Public float$330.6M as of Jun 30, 20258
  • AuditorRSM US LLP, Chicago, Illinois PCAOB ID 49; no auditor attestation of internal control over financial reporting8
  • On EDGAR sinceOct 18, 20191
  • Filings170 in all: 4 (73), 8-K (28), 3 (22), 144 (12), D (6), 10-Q (5), CORRESP (3), 424B3 (2)1
    All 21 form types

    8-K/A (2), ARS (2), DEF 14A (2), S-8 (2), SCHEDULE 13D (2), UPLOAD (2), 10-K (1), 8-A12B (1), CERT (1), DRS (1), EFFECT (1), S-1 (1), S-1/A (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Mar 31, 2026
    Latest 8-K (8-K) Sep 9, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareGBFHNASDAQ

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).8

Risk factors and legal proceedings

The risks GBank Financial Holdings Inc. names in Item 1A of its 10-K filed Mar 30, 2026: 61 risks under these headings, as written.8

  • Risks Related to Our Business
  • Risks Related to Our Industry and Regulation
  • Risks Related to Ownership of Our Common Stock
  • General Risk Factors
  • Because we intend to continue to increase our commercial loans, our credit risk may increase.
  • A substantial portion of our loan portfolio consists of multifamily real estate loans and commercial real estate loans, which have a higher degree of risk than other types of loans.
  • A large portion of our loan portfolio is unseasoned. Errors in judging the collectability of our unseasoned loans may lead to additional provisions for loan losses or charge-offs, which would reduce our profits.
  • We must maintain and follow high loan underwriting standards to grow safely.
  • As a business operating in the financial services industry, our business and operations may be adversely affected in numerous and complex ways by weak economic conditions.
  • A substantial majority of our loans and operations are in Nevada, and therefore our business is particularly vulnerable to a downturn in the City of Las Vegas and Clark County economy.
  • Interest rate shifts may reduce net interest income and otherwise negatively impact our results of operations and financial condition.
  • Increases in interest rates have in the past resulted in, and could in the future result in, unrealized losses on our investment securities portfolio.
The other 53 risks
  • If interest rates increase, the average interest rate we pay on our deposits will likely increase, and our cost of funds would rise.
  • Increases in interest rates could result in a decrease in the market value of our loans.
  • Our smaller size makes it more difficult for us to compete.
  • We may not be able to grow, and if we do, we may have difficulty managing that growth.
  • Changes in card network fees could impact our operations.
  • Changes in card network rules or standards could adversely affect our business.
  • Our business could suffer if there is a decline in the use of debit cards as a payment mechanism, or if there are adverse developments with respect to the financial services industry in general.
  • We are subject to certain operational risks, including, but not limited to, customer or employee fraud and data processing system failures and errors.
  • If our allowance for credit losses is not sufficient to cover actual credit losses, our earnings could decrease.
  • Changes in the valuation of our securities portfolio could hurt our profits and reduce our stockholders’ equity.
  • We may not be able to adequately measure and limit the credit risk associated with our loan portfolio, which could adversely affect our profitability.
  • Changes in economic conditions could cause an increase in delinquencies and non-performing assets, including loan charge-offs, which could depress our net income and growth.
  • We operate in a highly competitive industry and face significant competition from other financial institutions and financial services providers, which may decrease our growth or profits.
  • We rely heavily on our Executive Management Team and other key employees, and we could be adversely affected by the unexpected loss of their services.
  • A lack of liquidity could adversely affect our business, results of operations, and financial condition.
  • Our ability to maintain our reputation is critical to the success of our business, and the failure to do so may materially adversely affect our performance.
  • We have lower lending limits and different lending risks than certain of our larger, more diversified competitors.
  • We face risks related to our operational, technological and organizational infrastructure.
  • A failure in our operational systems or infrastructure, or those of third parties, could disrupt our businesses, impair our liquidity, result in the unauthorized disclosure of confidential information, damage our reputation, and cause financial losses.
  • The occurrence of fraudulent activity, breaches or failures of our information security controls, or cybersecurity-related incidents could have a material adverse effect on our business, results of operations, and financial condition.
  • The development and use of artificial intelligence (“AI”) presents risks and challenges that may adversely impact our business.
  • If our enterprise risk management framework is not effective at mitigating risk and loss to us, we could suffer unexpected losses, and our results of operations could be materially adversely affected.
  • If we fail to maintain a proper and effective system of internal controls over financial reporting, our operating results, and our ability to operate our business could be harmed.
  • Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
  • Changes in accounting standards could materially impact our financial statements.
  • We could be subject to environmental risks and associated costs on our foreclosed real estate assets, which could materially and adversely affect us.
  • Diverse views, increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices and climate change concerns may impose additional costs on us or expose us to new or additional risks.
  • Another prolonged U.S. government shutdown or a default by the U.S. on government obligations would harm our result of operations.
  • Any future acquisitions will subject us to a variety of risks, including execution risks, failure to realize anticipated transaction benefits, and failure to overcome integration risks, which could adversely affect our growth and profitability.
  • Our business, financial condition, results of operations and future prospects could be adversely affected by the highly regulated environment and laws and regulations that govern our operations, corporate governance, executive compensation and accounting principles, or changes in any of them.
  • Federal and state regulators periodically examine our business, and we may be required to remediate adverse examination findings.
  • SBA lending is an important part of our business. Our SBA lending program is dependent upon the federal government, and we face specific risks associated with originating SBA loans.
  • Legislative and regulatory actions taken now or in the future may increase our costs and impact our business, governance structure, results of operations, or financial condition.
  • New and future rulemaking from the CFPB may have a material effect on our operations and operating costs.
  • We are subject to the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to material penalties.
  • FDIC deposit insurance assessments may continue to materially increase in the future, which would have an adverse effect on our earnings.
  • Monetary policies and regulations of the FRB could adversely affect our business, results of operations, and financial condition.
  • We face a risk of noncompliance and enforcement action with respect to the federal Bank Secrecy Act (the “BSA”) and other anti-money laundering and counter terrorist financing laws and regulations.
  • The FRB may require our Company to commit capital resources to support the Bank.
  • We could be adversely affected by the soundness of other financial institutions and other third parties we rely on.
  • We depend on the accuracy and completeness of information about customers and counterparties.
  • Our accounting estimates and risk management processes and controls rely on analytical and forecasting techniques and models and assumptions, which may not accurately predict future events.
  • Risks Related to Ownership of our Common Stock
  • The market price of our Common Stock may be volatile, which could result in substantial losses for purchasers of our Common Stock, and could subject us to litigation.
  • There can be no guarantee that the trading market for our Common Stock can be maintained, and investors may not be able to resell their shares at or above the price they paid for such shares.
  • The reduced disclosures, and relief from certain other significant disclosure requirements, that are available to emerging growth companies may make our Common Stock less attractive to investors.
  • If securities analysts do not publish research or reports about our Company or our business, or if they adversely change their recommendations regarding, or publish negative evaluations of, our Common Stock, the market price of our Common Stock could decline.
  • We may issue additional securities or engage in other transactions that could dilute the ownership interests of our stockholders or dilute the book value or relative rights of our equity securities, which may adversely affect the market price of our Common Stock.
  • Sales of a significant number of shares of our Common Stock in the public markets, or the perception that such sales could occur, could depress the market price of our Common Stock.
  • Because we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future, capital appreciation, if any, will be the sole source of gain for our stockholders.
  • Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of us.
  • As a recent reporting issuer with the SEC, we incur increased costs and our management is required to devote substantial time to new compliance initiatives.
  • We rely on third-party vendors and other service providers, which could expose us to additional risk.
  • We may be at an increased risk of securities class action litigation.

Legal proceedings

From time to time, our Company and the Bank are involved in various legal actions and proceedings arising in the ordinary course of business, including proceedings involving customers, employees, suppliers, regulators, and other parties. After reviewing these matters with legal counsel, we believe that none of the pending actions, individually or in the aggregate, is expected to have a material adverse effect on our Company’s financial position, results of operations, or cash flows. Additional information regarding legal proceedings is also included in “Note 10 - Commitments and Contingencies”, in the Notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

As of the date of this report, our Company is not a party to any legal proceedings that are material to the Bank, and no such material proceedings are known to be contemplated by any governmental authorities.

The opening of Item 3, Legal Proceedings.8

Sources

The numbers on this page point here. Each one links to the record it came from.

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  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
    SEC EDGAROther events
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53