GBank Financial Holdings Completes Amendment to S-1 Registration Statement for Common Stock Sales

GBank Financial Holdings Inc. Files Amendment No. 1 to Registration Statement

On March 14, 2025, GBank Financial Holdings Inc. (OTCQX: GBFH), the parent of GBank, made a significant announcement regarding the filing of Amendment No. 1 to its Form S-1 Registration Statement with the Securities and Exchange Commission (SEC). This filing pertains to the registration of 1,081,081 shares of common stock previously issued in a private placement transaction that concluded on October 11, 2024.

Overview of the Filing

The primary purpose of this registration is to facilitate the resale of the common stock by certain shareholders who are outlined in the Registration Statement, following the terms stipulated in a registration rights agreement. This strategic move is aimed at ensuring liquidity for the shareholders involved in the transaction.

Despite the filing, it is crucial to note that the Registration Statement has not received effective status from the SEC yet. Therefore, no sales of the registered securities can take place, nor can offers to buy be accepted until the SEC officially declares it effective.

The Registration Statement is subjected to potential amendments and has not been finalized. Interested parties can obtain copies of the document, including the preliminary prospectus, by contacting GBank Financial Holdings Inc. directly or visiting the SEC's webpage dedicated to the filing at SEC Archives.

Important Legal Notice

In accordance with SEC regulations, this announcement should not be interpreted as an offer to sell or solicitation to buy any securities. Furthermore, any offering or sale of securities is deemed unlawful in any state where such offers or sales would violate securities regulations. The shares in question have not been vetted for approval by the SEC, nor has any regulatory authority passed judgment on the completeness or accuracy of the Registration Statement.

Forward-Looking Statements

This announcement includes forward-looking statements aligned with applicable securities laws, concerning matters such as the timing for SEC approval, future strategies, expectations, and ongoing operations of GBank Financial Holdings. These forward-looking elements are indicative of management's current beliefs and expectations, but they also entail certain risks and uncertainties that could result in actual outcomes diverging significantly from those contemplated. Risks include potential delays in SEC approval, changes in economic conditions, market fluctuations, competitive pressures, and evolving regulatory landscapes affecting banking operations.

While GBank Financial Holdings aims to manage these risks, a guarantee cannot be provided that anticipated results will materialize. The Company advises stakeholders to approach these forward-looking statements with caution and not to place undue reliance on them. All statements of this nature are made as of the release date, and any updates will be provided in compliance with legal requirements.

As the landscape of financial services continues to evolve, GBank Financial Holdings remains committed to transparency and timely communication with its investors and stakeholders. Stay tuned for further updates as the process progresses, and the situation develops.