Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and its
Chief
Financial
Officer,
we
evaluated
the
effectiveness
of
the
design
and
operation
of
the
Company’s
disclosure
controls
and
procedures
as
of
December 31,
2021.
Based
on
that
evaluation,
management
believes
that
the
Company’s
disclosure
controls
and
procedures
were
effective
to
collect,
process,
and
disclose
the
information
required
to
be
disclosed
in
the
reports filed or
submitted under
the Exchange
Act within the
required time
periods as of
the end of
the period covered
by
this Report.
Management’s Report on Internal Control
over Financial Reporting
This Annual
Report does
not include
a report
of management’s
assessment
regarding internal
control
over
financial
reporting or an attestation
report of the Company’s
registered public accounting
firm due to a
transition period established
by rules of the SEC for newly public companies.
Changes in Internal Control Over Financial Reporting
There has been
no change in
our internal control
over financial reporting
(as defined in
Rules 13a-15(f) and
15d-15(f)
under the
Exchange Act)
during our
most recent
fiscal quarter
that has
materially affected, or
is reasonably
likely to
materially
affect, our internal control over financial reporting.
Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions
That Prevent Inspections
Not applicable.
Table of Contents
106
USCB Financial Holdings, Inc.
2021 10-K
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information
required by
Item 10
is incorporated
by reference
to the
information that
appears under
the headings
Board Meetings and Committees in our Proxy Statement
for the 2022 Annual Meeting of Shareholders.
Item 11. Executive Compensation
The information
required by
Item 11
is incorporated
by reference
to the
information that
appears under
the headings
Executive Compensation in our Proxy Statement for the
2022 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder
Matters
The information
required by
Item 12
is incorporated
by reference
to the
information that
appears under
the headings
Beneficial Owners in our Proxy Statement for the 2022
Annual Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions,
and Director Independence
The information
required by
Item 13
is incorporated
by reference
to the
information that
appears under
the headings
Certain Relationships
and Related
Transactions,
and Director
Independence in
our Proxy
Statement for
the 2022
Annual
Meeting of Shareholders.
Item 14. Principal Accountant Fees and Services
The information
required by
Item 14
is incorporated
by reference
to the
information that
appears under
the headings
Ratification of Auditors in our Proxy Statement for the 2022
Annual Meeting of Shareholders.
Table of Contents
107
USCB Financial Holdings, Inc.
2021 10-K
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
List of documents filed as part of this Annual Report:
1)
Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Operations for the years ended
December 31, 2021 and 2020
Consolidated Statements of Comprehensive Income for
the years ended December 31, 2021 and 2020
Consolidated Statements of Cash Flows for the years
ended December 31, 2021 and 2020
Consolidated Statements of Changes in Stockholders'
Equity for the years ended December 31, 2021 and 2020
Notes to Consolidated Financial Statements
2)
Financial Statement Schedules:
Financial statement schedules are omitted as not required
or not applicable or because the information is
included in the Consolidated Financial Statements or notes
thereto.
(b)
List of Exhibits:
The exhibit list in the Exhibit Index is incorporated herein
by reference as the list of exhibits required as part
of
this Annual Report.
Table of Contents
108
USCB Financial Holdings, Inc.
2021 10-K
EXHIBIT INDEX
Exhibit
Number
Description of Exhibit
2.1
Agreement and Plan of Share Exchange, dated December 27, 2021, by and between U.S. Century Bank and USCB Financial
Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41196)
filed with the Securities and Exchange Commission on December 30, 2021).
3.1
Articles of Incorporation of USCB Financial Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current
Report on Form 8-K (File No. 001-41196) filed with the Securities and Exchange Commission on December 30, 2021).
3.2
Amended and Restated Bylaws of USCB Financial Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s
Current Report on Form 8-K (File No. 001-41196) filed with the Securities and Exchange Commission on December 30,
2021).
4.1
Side Letter Agreement, dated December 30, 2021, between USCB Financial Holdings, Inc., U.S. Century Bank, Priam Capital
Fund II, LP, Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P. (incorporated by reference to
Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41196) filed with the Securities and Exchange
Commission on December 30, 2021).
4.2
Registration Rights Agreement, dated March 17, 2015, between U.S. Century Bank, Priam Capital Fund II, LP, Patriot
Financial Partners II, L.P., Patriot Financial Partners Parallel II, L.P., and certain other shareholders of U.S. Century Bank
(incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41196) filed with the
Securities and Exchange Commission on December 30, 2021).
4.3
Assignment and Assumption of Agreement, dated December 30, 2021, between U.S. Century Bank and USCB Financial
Holdings, Inc. (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K (File No. 001-41196)
filed with the Securities and Exchange Commission on December 30, 2021).
4.4
Description of USCB Financial Holdings, Inc.’s securities.**
10.1
U.S. Century Bank Amended and Restated 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K (File No. 001-41196) filed with the Securities and Exchange Commission on
December 30, 2021).
10.2
Employment Agreement, dated April 16, 2016, between U.S. Century Bank and Luis de la Aguilera.*,**
10.3
Amendment, dated April 19, 2019, to the Employment Agreement between U.S. Century Bank and Luis de la Aguilera.*,**
10.4
Amendment, dated April 30, 2019, to the Employment Agreement between U.S. Century Bank and Luis de la Aguilera.*,**
10.5
Employment Agreement, dated September 11, 2020, between U.S. Century Bank and Robert Anderson.*,**
10.6
Change in Control Agreement, dated August 2, 2019, between U.S. Century Bank and Benigno Pazos.*,**
21.1
Subsidiaries of USCB Financial Holdings, Inc.
**
23.1
Consent of Crowe LLP, Independent Registered Public Accounting Firm.
**
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
**
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
**
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
***
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
***
101
The following financial statements
from the Company’s Annual Report
on Form 10-K for
the year ended December
31, 2021,
formatted
in Inline
XBRL: (i)
Consolidated
Balance Sheets,
(ii) Consolidated
Statements of
Operations, (iii)
Consolidated
Statements
of Comprehensive Income, (iv)
Consolidated Statements of Changes
in Stockholders’ Equity,
(v) Consolidated
Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Management contract or compensatory plan or arrangement.
**
Filed herwith.
***
Furnished hereby.
Table of Contents
109
USCB Financial Holdings, Inc.
2021 10-K
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.
USCB FINANCIAL HOLDINGS, INC.
Date: March 24, 2022
By:
/s/ Luis de la Aguilera
Luis de la Aguilera
President and Chief Executive Officer
Pursuant
to
the
requirements
of
the
Securities
Exchange
Act
of
1934,
this
report
has
been
signed
by
the
following
persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Luis de la Aguilera
President, Chief Executive Officer,
and Director
(Principal Executive Officer)
March 24, 2022
Luis de la Aguilera
/s/ Robert Anderson
Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
March 24, 2022
Robert Anderson
/s/ Aida Levitan
Director
March 24, 2022
Aida Levitan
/s/ Howard Feinglass
Director
March 24, 2022
Howard Feinglass
/s/ Kirk Wycoff
Director
March 24, 2022
Kirk Wycoff
/s/ Ramon A. Abadin
Director
March 24, 2022
Ramon A. Abadin
/s/ Bernardo B. Fernandez
Director
March 24, 2022
Bernardo B. Fernandez
/s/ Ramon A. Rodriguez
Director
March 24, 2022
Ramon A. Rodriguez