Management is not aware of any material changes to the risk factors that appeared under “Part I, Item 1A.
−Removed: Risk Factors” in the Company’s Annual Report on Form 10-K
−Removed: for the year ended December 31, 2024, other than those additional risks described below.
−Removed: You should carefully consider such risks and the other information in this Quarterly Report on Form 10-Q, any of which could materially and adversely affect
−Removed: the Company’s business, financial condition, results of operations and stock price.
−Removed: The risks described in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K are not the only risks facing the Company.
−Removed: Additional risks and
−Removed: uncertainties not presently known to management or that management presently believes not to be material may also result in material and adverse effects on the Company’s business, financial condition, and results of operations.
−Removed: The Company has identified a material weakness in its internal control over financial reporting.
−Removed: As disclosed in “Part II - Item 4.
−Removed: Controls and Procedures,” of this Quarterly Report on Form 10-Q, management has identified a material weakness in the Company’s
−Removed: internal control over financial reporting.
−Removed: As a result, management concluded that the Company’s internal control over financial reporting and disclosure controls and procedures were not effective as of March 31, 2025.
−Removed: The Company is working to
−Removed: remediate the material weakness.
−Removed: However, there can be no assurance that these remediation efforts will be successful.
−Removed: In addition, these remediation efforts may place a burden on management and may result in additional expenses.
−Removed: The Company cannot assure that additional significant deficiencies or material weaknesses in its internal control over financial reporting will not be identified in
−Removed: Any failure to maintain or implement required new or improved controls, or any difficulties the Company experiences in their implementation, could result in additional material weaknesses, cause the Company to fail to meet its
−Removed: periodic SEC reporting obligations or result in material misstatements to its financial statements in future periods, any of which could cause investors or customers to lose confidence in the Company’s reported financial information, a decline in
−Removed: the trading price of the Company’s common stock or a delisting of the Company’s common stock from the Nasdaq Stock Market.
−Removed: The Company may not qualify to repurchase its Series C Preferred Stock on favorable terms.
−Removed: On June 7, 2022, the Company sold shares of its Series C Preferred Stock to the U.S.
−Removed: Treasury for the purchase price of $150 million under the Emergency Capital
−Removed: Investment Program, or “ECIP.” Under the ECIP program, the Treasury invested in depository institutions that are Community Development Financial Institutions or minority depository institutions (“MDIs”) to encourage lending to small businesses,
−Removed: minority-owned businesses and consumers in low-income and underserved communities.
−Removed: Under terms of an ECIP Securities Purchase Option Agreement by between the Company and Treasury, if the Company meets certain conditions, the Company or the
−Removed: Company’s qualifying designee may repurchase the Series C Preferred Stock, potentially at a substantial discount (the “Repurchase Option”).
−Removed: To be eligible to exercise the Repurchase Option, the Company must, among other things, meet certain
−Removed: thresholds for “deep impact lending” or “qualified lending” (as defined in the ECIP’s guidelines), comply with the ECIP agreements and rules, continue to qualify as an MDI, and be “well-capitalized” under federal Prompt Corrective Action
−Removed: The earliest possible date by which the Company could exercise the repurchase options (assuming it meets all required conditions) is June 30, 2028.
−Removed: There can be no assurance that the Company will ever satisfy the lending and other
−Removed: requirements necessary to exercise the Repurchase Option.
+Added: Risk Factors” in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024, as
+Added: amended, and “Part II, Item 1A.
+Added: Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025, as amended.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.