UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2021
--12-31FY2021
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 001-38149
RBB BANCORP
(Exact name of Registrant as specified in its Charter)
California | 27-2776416 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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
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 |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
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.
Large accelerated filer | ☐ | Accelerated filer | ☒ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $378,802,944.
The number of shares of Registrant’s Common Stock outstanding as of March 21, 2022, was 19,453,941.
The registrant's auditor is Eide Bailly LLP, Laguna Hills, California, PCAOB ID 286.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Shareholders, scheduled to be held on May 18, 2022, are incorporated by reference into Part III of this Report.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed to amend RBB Bancorp’s (together with its consolidated subsidiaries, the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (“Original Filing”), filed with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2022 (“Original Filing Date”). The sole purpose of this Amendment No. 1 is to correct the previously filed Exhibit Index, which inadvertently did not incorporate by reference previously-filed exhibits or include a reference to the date, and the filing with which, such exhibits were previously filed and to file additional exhibits, which were inadvertently omitted from the Exhibit Index.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s principal executive officer and principal financial officer are providing new currently dated certifications required pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.
Except as described above, this Amendment No. 1 does not amend, update or change any other items or disclosures in the Original Filing. This Amendment No. 1 speaks only as of the Original Filing Date, and the Company has not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) | Exhibits The exhibit index attached hereto is incorporated herein by reference. |
(b) | Financial Statement Schedules. All schedules have been omitted as not applicable or not required under the rules of Regulation S-X. |
EXHIBIT INDEX
Exhibit Number | Description | |
2.1 | ||
3.1 | ||
3.2 | ||
3.3 | ||
4.1 | Instruments defining the rights of holders of the long-term debt securities of the Company and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company hereby agrees to furnish copies of these instruments to the SEC upon request. | |
4.2 | ||
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | ||
10.5 | ||
10.6 | ||
10.7 | ||
10.8 | ||
10.9 | ||
10.10 | ||
10.11 | ||
10.12 | ||
10.13 | ||
10.14 | ||
10.15 | ||
10.16 |
10.17 | |||
10.18 | |||
10.19 | |||
10.20 | |||
10.21 | |||
21.1 | |||
23.1 | |||
31.1 | |||
31.2 | |||
32.1 | |||
32.2 | |||
101.INS | Inline XBRL Instance Document** | ||
101.SCH | Inline XBRL Taxonomy Extension Schema Document** | ||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document** | ||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document** | ||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document** | ||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document** | ||
104 | The cover page of RBB Bancorp’s Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (contained in Exhibit 101) |
* Indicates a management contract or compensatory plan
** Filed with the Original Filing
+ Filed herewith
EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
31.1* | ||
31.2* |
* | Submitted electronically herewith. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on April __, 2022.
RBB BANCORP | |||
By: | /s/ David R. Morris | ||
Name: | David R. Morris | ||
Title: | Interim Chief Executive Officer and President |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ David R. Morris | Interim Chief Executive Officer and President (principal executive officer) | April 1, 2022 | ||
David R. Morris | ||||
/s/ David R. Morris | Executive Vice President; Chief Financial Officer (principal financial and accounting officer) | April 1, 2022 | ||
David Morris | ||||
/s/ Peter M. Chang | Director | April 1, 2022 | ||
Peter M. Chang | ||||
/s/ Wendell Chen | Director | April 1, 2022 | ||
Wendell Chen | ||||
/s/ Christina Kao | Director | April 1, 2022 | ||
Christina Kao | ||||
/s/ James W. Kao | Director | April 1, 2022 | ||
James W. Kao | ||||
/s/ Chie-Min (Christopher) Koo | Director | April 1, 2022 | ||
Chie-Min (Christopher) Koo | ||||
/s/ Alfonso Lau | Director | April 1, 2022 | ||
Alfonso Lau | ||||
/s/ Christopher Lin | Director | April 1, 2022 | ||
Christopher Lin | ||||
/s/ Ko-Yen Lin | Director | April 1, 2022 | ||
Ko-Yen Lin | ||||
/s/ Paul Lin | Director | April 1, 2022 | ||
Paul Lin | ||||
/s/ Feng (Richard) Lin | Director | April 1, 2022 | ||
Feng (Richard) Lin | ||||
/s/ Fui Ming (Catherine) Thian | Director | April 1, 2022 | ||
Fui Ming (Catherine) Thian | ||||
/s/ Raymond Yu | Director | April 1, 2022 | ||
Raymond Yu |