rbb20230314_8k.htm
false 0001499422 0001499422 2023-03-13 2023-03-13
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): March 14, 2023 (March 13, 2023)
 
RBB BANCORP
(Exact name of Registrant as Specified in Its Charter)
 
 
California
001-38149
27-2776416
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)
     
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 (see General Instructions 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))
 
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. ☐
 
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
  
 
 
 
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On March 13, 2023, Ms. Catherine Thian resigned from the board of directors of RBB Bancorp and its wholly-owned subsidiary, Royal Business Bank (collectively, the “Company”), effective March 13, 2023.  Ms. Thian also resigned her positions on the Company's Asset/Liability Committee, Nomination and Corporate Governance Committee, Director's Loan Committee and Community Reinvestment Act Committee, and the Boards of Directors of RBB Asset Management Company and FAIB Capital Corp., subsidiaries of RBB Bancorp.  Her letter of resignation is attached as Exhibit 99.1.
 
 
Item 9.01 Financial Statements and Exhibits.
 
(d)
  
Exhibits.
     
99.1
  
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
2
 
 
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 thereunto duly authorized.
 
RBB BANCORP
(Registrant)
Date:  March 14, 2023
By:
/s/ David Morris
David Morris
    President and Chief Executive Officer  
       
 
 
 
3

Exhibit 99.1

 

Catherine Thian

5196 Parkway Calabasas

Calabasas, CA 91302

 

 

March 13, 2023

 

Dr. James Kao

Chairman of the Board

RBB Bancorp

1055 Wilshire Blvd., Suite 1200

Los Angeles, CA 90017

 

Dear Dr. Kao, Board Chairman,

Due to my health reasons, I regret to inform you that I have decided to resign from my Board of Director positions of RBB Bancorp and RBB Bank as well as all roles related to RBB Bancorp and RBB Bank immediately (3/13/2023).

 

 

 

 

Best regards,

 

 

 

Catherine Thian