8-K - PCB - Equibles

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): October 28, 2021

PCB BANCORP

(Exact name of registrant as specified in its charter)

California<br><br>(State or other jurisdiction of<br><br>incorporation)	001-38621<br><br>(Commission<br><br>File Number)	20-8856755<br><br>(I.R.S. Employer<br><br>Identification No.)
3701 Wilshire Boulevard, Suite 900<br><br>Los Angeles, California<br><br>(Address of principal offices)		90010<br><br>(Zip Code)

Registrant’s telephone number, including area code: (213) 210-2000

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 (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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	PCB	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers

On October 28, 2021, PCB Bancorp, a California corporation (the “Company”), the holding company of Pacific City Bank (the “Bank”), issued a press release announcing that on October 28, 2021, its Board of Directors appointed Ms. Janice Chung to the Board of Directors of the Company and the Bank effective November 1, 2021, to serve until the 2022 Annual Meeting of Shareholders or until her respective successor is duly elected and qualified. This appointment increases the membership of the Company’s Board of Directors from eight to nine.

Ms. Chung is the Chief Executive Officer of BIC Technologies Group, a technology and engineering service firm that specializes in providing, primarily to global companies in South Korea and China, the processing technology of rare metals that includes base materials for solar cells, semi-conductor, and titanium dioxide. BIC Technologies Group has provided basic technology to build a number of specialized chemical plants in South Korea and China during the past 15 years.

Prior to BIC Technologies Group, Ms. Chung was the Chief Executive Officer of cyberPulse Network Group that provided innovation-focused management consulting services to South Korean public and private sectors including startup venture incubation, raising capital for the startups, strategic business planning, technology transfer, technology commercialization in the global market and structuring new business investments since 1999.

Prior to launching all of her entrepreneurial ventures, Ms. Chung as a Certified Public Accountant was a partner at Coopers & Lybrand LLP, currently PricewaterhouseCoopers, at its International Tax Division in New York. She was the lead partner providing tax consulting services to global companies that included major Korean conglomerates with presence in the U.S. Ms. Chung was awarded the “Woman of the Year-1996” from the New York Women’s Network and she was one of the first Asian-American women partner at a Big-6 accounting firm in the greater New York area.

Ms. Chung will serve as a member of the Audit Committee of the Company. Upon her appointment to the Board of Directors, Ms. Chung became entitled to the non-employee director compensation as describe in the Company’s proxy statement for its 2021 Annual Meeting of Shareholders filed with the Security and Exchange Commission on May 7, 2021.

There are no arrangements or understandings between Ms. Chung and any other persons pursuant to which she was appointed as a director. There are no family relationships between Ms. Chung and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. Ms. Chung has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Press release of PCB Bancorp, issued October 28, 2021, announcing the appointment of Janice Chung to the Board of Directors

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of PCB Bancorp, issued October 28, 2021, announcing the appoint ment of Janice Chung to the Board of D irectors

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.

		PCB Bancorp
Date:	November 1, 2021	/s/ Timothy Chang
		Timothy Chang
		Executive Vice President and Chief Financial Officer

Document

Exhibit 99.1

PCB Bancorp Announces New Board Member

Los Angeles, California - October 28, 2021 - PCB Bancorp (the “Company”) (NASDAQ: PCB), the holding company of Pacific City Bank (the “Bank”), today announced the appointment of Janice Chung to the Board of Directors of the Company and the Bank effective November 1, 2021. This appointment increases the membership of the Company’s Board of Directors from eight to nine.

“Ms. Chung is a highly accomplished business leader with tremendous entrepreneurial success and an expert in a wide range of areas in strategic planning, technology transfer, investment structuring, and financial and taxation analyses and strategies,” said Sang Young Lee, Chairman of the Board of Directors. “We welcome Ms. Chung’s enormous entrepreneurial spirit and unique expertise in technology development and understanding of innovation focused management as we continue to strategically expand our institution.” Ms. Chung holds a Bachelor of Science degree in Business Administration from University of Southern California.

About PCB Bancorp

PCB Bancorp, formerly known as Pacific City Financial Corporation, is the bank holding company for Pacific City Bank, a California state chartered bank, offering a full suite of commercial banking services to small to medium-sized businesses, individuals and professionals, primarily in Southern California, and predominantly in Korean-American and other minority communities.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of our beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan,” or words or phases of similar meaning. We caution that the forward-looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control, including but not limited to our borrowers’ actual payment performance as loan deferrals related to the COVID-19 pandemic expire, changes to statutes, regulations, or regulatory policies or practices as a result of, or in response to the COVID-19 pandemic, including the potential adverse impact of loan modifications and payment deferrals implemented consistent with recent regulatory guidance, and the general economic uncertainty caused by the COVID-19 pandemic, and government and societal responses thereto. These and other important factors are detailed in various securities law filings made periodically by the Company, copies of which are available from the Company without charge. Actual results, performance or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements. Any forward-looking statements presented herein are made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise, except as required by law.

Contact:

Timothy Chang

Executive Vice President & Chief Financial Officer

213-210-2000