UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported) | June 26, 2023 |
| USCB Financial Holdings, Inc. |
| (Exact name of registrant as specified in its charter) |
| Florida | 001-41196 | 87-4070846 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | | Identification No.) |
2301 N.W. 87th Avenue, Doral, Florida | | 33172 | |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code | (305) 715-5200 |
| Not Applicable |
| (Former name or former address, if changed since last report) |
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| 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): |
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| ☐ | 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 | USCB | The Nasdaq Stock Market LLC |
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 | | 8.01 | | Other Events. |
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| On June 28, 2023, USCB Financial Holdings, Inc. (the “Company”) announced the appointment, effective June 26, 2023, of Mr. Luis de la Aguilera as the Chairman of the Boards of Directors of the Company and its wholly owned subsidiary, U.S. Century Bank. The press release announcing the appointment is attached hereto as Exhibit 99.1 and is incorporated by reference thereto. The information in this Item 8.01 and the press release are being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise be subject to the liabilities of Section 18 and shall not be deemed incorporated by reference in other filings of the Company under the Exchange Act or the Securities Act of 1933, as amended. |
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Item | | 9.01 | | Financial Statements and Exhibits | |
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| | | (a) | | Not applicable. | |
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| | | (b) | | Not applicable. | |
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| | | (c) | | Not applicable. | |
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| | | (d) | | Exhibits | |
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.
| | | USCB FINANCIAL HOLDINGS, INC. |
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| | | By: | /s/ Robert Anderson |
| | | Name: | Robert Anderson |
| | | Title: | Executive Vice President and Chief Financial Officer |
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| Date: June 28, 2023 | | |
