United Bancshares, Inc. Announces Voluntary NASDAQ Delisting and SEC Deregistration
On July 25, 2022, United Bancshares, Inc. (NASDAQ: UBOH) announced its decision to voluntarily delist its common stock from the NASDAQ Capital Market and deregister with the SEC. The filing of Form 25 is expected around August 17, 2022, with trading ceasing on NASDAQ by August 26, 2022. The company plans to transition to the OTCQX Market by August 29, 2022. This decision aims to cut costs related to SEC reporting and compliance, as the company has fewer than 1,200 shareholders. While maintaining independent audits, the company will provide financial information through press releases and online posting.
- Cost-saving measures from deregistration are expected to significantly lower accounting and reporting expenses.
- Transitioning to the OTCQX Market allows continued trading opportunities for shareholders.
- Voluntary delisting may decrease visibility and trading volume of UBOH shares.
- Shareholder perception may be negatively impacted by the company's move away from NASDAQ.
COLUMBUS GROVE, Ohio, July 25, 2022 (GLOBE NEWSWIRE) -- United Bancshares, Inc. (the “Company”) (NASDAQ:UBOH), the holding company parent of The Union Bank Company (the “Bank”), an Ohio-chartered commercial bank headquartered in Columbus Grove, Ohio, announced today that it has notified the NASDAQ Stock Market of the Company’s intent to voluntarily delist its common stock from the NASDAQ Capital Market and withdraw the registration of its common stock with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a Form 25 with the SEC to remove its common stock from listing on the NASDAQ Capital Market and to deregister its stock under Section 12(b) of the Exchange Act on or about August 17, 2022. The Company expects the last trading day of its shares of common stock on the NASDAQ Capital Market will be on or about August 26, 2022. The Company intends to file a Form 15 with the SEC on or about September 5, 2022 to terminate the registration of its common stock under section 12(g) of the Exchange Act. Once the termination is effective, which is expected to occur within 90 days of filing, the Company’s obligation to file proxy materials and comply with Section 16 Exchange Act beneficial ownership reporting rules will end.
The obligation of the Company to file periodic reports with the SEC, including reports on Forms 10-K, 10-Q and 8-K, pursuant to Section 15(d) of the Exchange Act, will continue for the balance of its fiscal year ending December 31, 2022. The Company intends to file a Form 15 with the SEC after the filing of its Annual Report on SEC form 10-K for its fiscal year ended December 31, 2022, filed in early 2023, and upon such filing the Company’s obligation to file reports under Section 15(d) of the Exchange Act, including SEC Form 10-K, 10-Q, and 8-K, will be suspended immediately.
The Company has taken steps to cause its shares to be quoted on the OTCQX Market under the symbol “UBOH” beginning on or about August 29, 2022, and expects that its transition to the OTCQX will not create any significant disruption in trading.
As a bank holding company, the Company is eligible to deregister with the SEC because it has fewer than 1,200 stockholders of record. The decision of the Company’s board of directors to delist and deregister its common stock was based on numerous factors, including the significant cost savings of no longer filing periodic reports with the SEC plus reductions in accounting, audit, legal and other costs. The Company’s financial statements will continue to be audited by an independent accounting firm and the Company intends to publish quarterly and annual financial information via press releases or by postings on the OTCQX website (www.otcmarkets.com/home) and the Bank’s website (www.theubank.com). The Bank will continue to report detailed quarterly financial results to its primary federal regulator, which are publicly available on the FDIC’s website (www.fdic.gov). United Bancshares, Inc. is the holding company of The Union Bank Company which serves Allen, Delaware, Franklin, Hancock, Marion, Paulding, Putnam, Sandusky, Van Wert and Wood Counties in Ohio, with office locations in Bowling Green, Columbus Grove, Delaware, Delphos, Findlay, Gahanna, Gibsonburg, Kalida, Leipsic, Lima, Marion, Ottawa, Paulding, Pemberville, Plymouth and Westerville Ohio.
Statements contained in this news release which are not historical facts may be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors. Factors that could result in material variations include, but are not limited to, the possibility that activist stockholders may wage proxy contests or gain representation on the Board of Directors, causing disruption and/or uncertainty to the Company’s business, customer relationships and employee retention, changes in interest rates which could affect net interest margins and net interest income, competitive factors which could affect net interest income and noninterest income, changes in demand for loans, deposits and other financial services in the Company's market area; changes in asset quality, general economic conditions as well as other factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. In evaluating these statements, you should specifically consider various factors described above as well as the risks outlined under “Part I – Item 1A. Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 7, 2022. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
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