What changed in this filing

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Item 1. Legal Proceedings

2023-11-09 compared with 2023-08-11 · 43 added, 53 removed, 29 unchanged (77% of the section changed)

Legal Proceedings

reorganization

company form of organization (the “Plaintiffs”)

filed a lawsuit against six persons, all of whom

were directors of the Bank at

As previously

disclosed, on July

three individuals who

were shareholders of

its reorganization

into the holding company form

of organization (the “Plaintiffs”) filed a lawsuit

against six persons, all of

whom were directors

“Defendants”),

al.) alleging

the Defendants

vires conduct by devising and approving the exchange

transaction effected in July 2021 pursuant to

which the Bank’s then

outstanding Class C and Class

D preferred stock was exchanged (the

“Exchange Transaction”),

which action the Plaintiffs

not permitted

Incorporation, and

(ii) breached

their fiduciary

Bank by approving and engaging in the Exchange Transaction.

The Plaintiffs seek the Court to certify the action as a class

attorney’s fees and

costs as well

as such other

may determine.

Company believes that

the allegations

in the lawsuit are

legally and factually without

merit, and it intends

to vigorously defend against

the allegations in the

Circuit Court,

Eleventh Judicial

Miami-Dade County

engage in ultra vires conduct

by devising and approving

the exchange transaction

effected in July 2021

pursuant to which

Transaction”),

action the Plaintiffs allege was not permitted by the Bank’s Articles of Incorporation, and (ii) breached their

fiduciary duty as

directors of the Bank

by approving and engaging

in the Exchange Transaction.

The Plaintiffs seek

the Court to certify

$750,000 plus

attorney’s fees

Company believes

counterclaims

its insurance

assurance that

this litigation

resolved favorably.

assurance that we

to secure coverage

from our insurance

carriers for any

expenses incurred by us

in connection

with this litigation.

If the plaintiff shareholders are successful,

the Court could

award substantial compensatory damages.

Furthermore, there

secure coverage

insurance carriers

incurred by us in

connection with this litigation.

the plaintiff shareholders are successful, the

Court could award substantial

compensatory damages.

foregoing, we

3 unchanged sentences

protection laws, as

well as claims

or litigation relating to

well as claims or

litigation relating to

intellectual property,

securities, breach of contract

intend to defend ourselves vigorously

to defend ourselves vigorously

against any pending

5 unchanged sentences

of operations,

unfavorable outcomes

or litigation

us, including

1 unchanged sentence

Transaction, could have

a material adverse effect

on the period in which

a material adverse effect on

the period in which

or litigation

3 unchanged sentences

costly, divert management’s

attention and may materially adversely affect

our reputation, even if resolved in our favor.

attention and may materially adversely affect our

reputation, even if resolved in our favor.

For detailed information about certain risk factors that could materially affect our business, financial

3 unchanged sentences

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.

What changed 10-Q

Item 1. Legal Proceedings