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Form 8-K RBB Bancorp For: Nov 28

November 28, 2022 6:01 AM EST

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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): November 28, 2022
 
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)
 
 
Registrants 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On November 21, 2022, RBB Bancorp (the “Company”) received a notice (the “Notice”) from The NASDAQ Stock Market (“NASDAQ”) stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the third quarter ended September 30, 2022 (the “Form 10-Q”), 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 Notice states that the Company has 60 calendar days from November 21, 2022, to submit to NASDAQ a plan to regain compliance with the NASDAQ Listing Rules. The Company intends to submit a plan to regain compliance within the 60-day period. If NASDAQ accepts the Company’s plan, then NASDAQ may grant the Company up to 180 days from the prescribed due date for filing the Form 10-K to regain compliance. If NASDAQ does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a NASDAQ Hearings Panel.
 
On November 28, 2022, 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

 
 
 
 
 
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
  (Registrant)  
     
Date: November 28, 2022
By: 
/s/ David Morris
   
David Morris
    Interim President and Chief Executive Officer
    Executive Vice President and Chief Financial Officer
 
 
 
 
 
3

 
 
EXHIBIT INDEX
 
     
Exhibit No.
Under
Regulation S-K,
Item 601
 
Description
     
99.1
 
Press Release, issued by RBB Bancorp on November 29, 2022
 
 
 
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ATTACHMENTS / EXHIBITS

EXHIBIT 99.1 PRESS RELEASE

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