SEC Form S-8 filed by GBank Financial Holdings Inc.

As filed with the Securities and Exchange Commission on May 27, 2025

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

GBANK FINANCIAL HOLDINGS INC.

(Exact name of Registrant as Specified in its Charter)

9115 W. Russell Rd., Ste. 110

Las Vegas, Nevada 89148

(Address of Principal Executive Offices, including Zip Code)

GBank Financial Holdings Inc. 2007 Long-Term Stock Option Plan

GBank Financial Holdings Inc. 2016 Equity Incentive Plan

(Full Title of Plans)

T. Ryan Sullivan

Chief Executive Officer and President

GBank Financial Holdings Inc.

9115 W. Russell Rd., Ste. 110

Las Vegas, Nevada 89148

(702) 851-4200

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Alan C. Sklar, Esq.

Henry E. Lichtenberger, Esq.

Thomas E. Puzzo, Esq.

Sklar Williams PLLC

410 South Rampart Blvd., Ste. 350

Las Vegas, Nevada 89145

(702) 360-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

The documents containing the information specified in Part I will be delivered in accordance with Rule 428(b) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of the Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registration Information and Employee Plan Annual Information

The written statement required by Item 2 of Part I is included in documents that will be delivered to participants in the plans covered by this Registration Statement pursuant to Rule 428(b) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Any statement contained in the documents incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified, superseded, or replaced for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in this Registration Statement modifies, supersedes, or replaces such statement. Any such statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

The validity of the issuance of our common stock offered in this prospectus will be passed upon for us by Sklar Williams PLLC. Alan Sklar, of Sklar Williams PLLC, is a member of our board of directors and beneficial holder of 509,587 shares of our common stock.

Item 6. Indemnification of Directors and Officers

Section 78.751 of the Nevada General Corporation Law generally allows the Registrant to indemnify any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of any corporation, partnership, joint venture, trust or other enterprise. The Registrant may advance expenses in connection with defending any such proceeding, provided the indemnitee undertakes to pay any such amounts if it is later determined that such person was not entitled to be indemnified by the Registrant.

The Registrant’s articles of incorporation, as amended, and bylaws provide that it shall indemnify directors provided that the indemnification shall not eliminate or limit the liability of a director for breach of the director's duty or loyalty to the corporation or its stockholders, or for acts of omission not in good faith or which involve intentional misconduct or a knowing violation of law.

Item 7. Exemption from Registration Claimed

During 2014, the Company issued options to purchase a total of 212,150 shares of common stock under the Company’s 2007 Long-Term Stock Option Plan to 27 persons, as partial consideration for each such person’s performance of duties with the Company and/or GBank, a Nevada corporation (“GBank”), a wholly-owned subsidiary of the Company. The Company made the offerings pursuant to the exemption from registration afforded by Section 3(b) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 701, promulgated thereunder, to employees, officers or directors of the Company or GBank, a Nevada corporation and a wholly-owned subsidiary of the Company (“GBank”), as the case may be.

During 2015, the Company issued options to purchase a total of 426,500 shares of common stock under the Company’s 2007 Long-Term Stock Option Plan to 20 persons, as partial consideration for each such person’s performance of duties with the Company and/or GBank. The Company made the offerings pursuant to the exemption from registration afforded by Section 3(b) of the Securities Act, and Rule 701, promulgated thereunder, to employees, officers or directors of the Company or GBank, as the case may be.

During 2016 the Company issued one option to purchase a total of 50,000 shares of common stock under the Company’s 2007 Long-Term Stock Option Plan to 20 persons, as partial consideration for each such person’s performance of duties with the Company and/or GBank. The Company made the offerings pursuant to the exemption from registration afforded by Section 3(b) of the Securities Act, and Rule 701, promulgated thereunder, to employees, officers or directors of the Company or GBank, as the case may be.

During 2017, the Company issued a total of 99,640 shares of common stock under the Company’s 2016 Equity Incentive Plan to 20 persons, as partial consideration for each such person’s performance of duties with the Company and/or GBank. The Company made the offerings pursuant to the exemption from registration afforded by Section 3(b) of the Securities Act, and Rule 701, promulgated thereunder, to employees, officers or directors of the Company or GBank, as the case may be.

During 2018, the Company issued a total of 50,000 shares of common stock under the Company’s 2016 Equity Incentive Plan to 22 persons, as partial consideration for each such person’s performance of duties with the Company and/or GBank. The Company made the offerings pursuant to the exemption from registration afforded by Section 3(b) of the Securities Act, and Rule 701, promulgated thereunder, to employees, officers or directors of the Company or GBank, as the case may be.

During 2020, the Company issued a total of 67,700 shares of common stock under the Company’s 2016 Equity Incentive Plan to 25 persons, as partial consideration for each such person’s performance of duties with the Company and/or GBank. The Company made the offerings pursuant to the exemption from registration afforded by Section 3(b) of the Securities Act, and Rule 701, promulgated thereunder, to employees, officers or directors of the Company or GBank, as the case may be.

During 2021, the Company issued a total of 38,800 shares of common stock under the Company’s 2016 Equity Incentive Plan to 24 persons, as partial consideration for each such person’s performance of duties with the Company and/or GBank. The Company made the offerings pursuant to the exemption from registration afforded by Section 3(b) of the Securities Act, and Rule 701, promulgated thereunder, to employees, officers or directors of the Company or GBank, as the case may be.

During 2022, the Company issued an option to purchase a total of 100,000 shares of common stock under the Company’s 2016 Equity Incentive Plan to one person, as partial consideration for such person’s performance of duties with the Company and/or GBank. The Company made the offering pursuant to the exemption from registration afforded by Section 3(b) of the Securities Act, and Rule 701, promulgated thereunder, to employees, officers or directors of the Company or GBank, as the case may be.

During 2022, the Company issued a total of 32,100 shares of common stock under the Company’s 2016 Equity Incentive Plan to 24 persons, as partial consideration for each such person’s performance of duties with the Company and/or GBank. The Company made the offerings pursuant to the exemption from registration afforded by Section 3(b) of the