8-K

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): April 28, 2025

Nevada

(State or other jurisdiction of incorporation)

001-42621

(Commission File Number)

82-3869786

(IRS Employer Identification No.)

(702) 851-4200

Registrant’s telephone number, including area code

(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 (see General Instruction A.2. below):

☐ 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:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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 7.01 Regulation FD Disclosure.

On April 28, 2025, GBank Financial Holdings Inc. (the “Company”) issued a press release announcing that its shares of common stock have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on April 30, 2025, under the ticker symbol “GBFH.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01, and in Exhibit 99.1, referenced herein is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act or incorporated by reference in any filing under the Securities Act, unless the Company expressly so incorporates such information by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

SIGNATURES

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.

gbfh_ex991.htm EXHIBIT 99.1

Source: GBank Financial Holdings Inc.

April 28, 2025 20:13 ET

GBank Financial Holdings Inc.

Announces Uplisting to Nasdaq Capital Market

LAS VEGAS, April 28, 2025 (GLOBE NEWSWIRE) -- GBank Financial Holdings Inc. (the “Company”) (OTCQX: GBFH), the parent company of GBank (the “Bank”), announced today that its shares of common stock have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on April 30, 2025, under the ticker symbol “GBFH.” The Company’s shares will continue to trade on the OTCQX until trading on Nasdaq commences. Shareholders are not required to take any action as a result of the uplisting, and the Company’s ticker symbol “GBFH” will remain unchanged.

Edward M. Nigro, Executive Chairman, added, “Trading on the NASDAQ Capital Market culminates our efforts to provide shareholders with liquidity and consequential share value—thank you for believing in us and supporting us these many years—we look forward to many more.”

T. Ryan Sullivan, President and CEO of GBank Financial Holdings Inc., stated, “Our Nasdaq uplisting is more than a milestone—this moment affirms the strength of our strategy, the determination of our team, and the trust our shareholders have placed in us.”

Click here to learn more about GBank Financial Holdings Inc.

Notice Regarding Disclosures and Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws, including, but not limited to, any statements related to the listing, uplisting or trading of the Company’s common stock on the Nasdaq Capital Market. Forward-looking statements may generally be identified by the use of words such as “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” or “continue,” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include but are not limited to: changes in general economic conditions; potential recessionary impacts; market fluctuations; increased competition for deposits; regulatory changes affecting the banking industry; interest rate fluctuations; inflationary pressures; political instability; cybersecurity threats; severe weather or natural disasters; and the development and adoption of emerging technologies.

Although the Company believes that the assumptions underlying these forward-looking statements are reasonable, no assurance can be given that the results contemplated will be achieved. Due to these and other risks and uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements are made as of the date of this press release, and the Company does not undertake any obligation to update them to reflect new information or future events, except as required by law. All forward-looking statements included in the press release are qualified in their entirety by this cautionary statement.

Source: GBank Financial Holdings Inc.