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): May 16, 2022
RBB BANCORP
(Exact Name of Registrant as Specified in Charter)
California | 001-36094 | 52-1652138 |
| (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: |
| | ☐ | 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 8.01. Other Events.
On May 16, 2022, RBB Bancorp issued a press release announcing that the Company had filed with the Securities and Exchange Commission a Supplement to the Company’s Proxy Statement that was distributed on or about April 18, 2022 that provides updated information with respect to the Annual Meeting of Shareholders (the “Annual Meeting”) of RBB Bancorp (the “Company”) to be held on Wednesday, May 18, 2022. The press release is attached as exhibit 99.1.
The Supplement dated May 16, 2022, which describes recent changes in the proposed nominees for election to the Company’s Board of Directors and amends certain disclosures concerning the Board’s previous determination that all of the Company’s current directors and director nominees are independent, should be read in conjunction with the Proxy Statement.
Item 9.01. Financial Statements and Exhibits.
(a)-(c) Not applicable
(d) Exhibits
| Number | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 |
| | | |
| | | |
| Date: May 16, 2022 | By: | /s/ David Morris |
| | | David Morris |
| | | Interim President and Chief Executive Officer |
| | | Executive Vice President and Chief Financial Officer |
| | | |
