Georgia Banking Company, Inc. filed Amendment No. 3 to its Form S-1 registration statement with the SEC on October 26, 2026, covering the resale of up to 7,074,016 shares of common stock by existing shareholders and disclosing plans to list on the Nasdaq Capital Market without a firm-commitment underwritten offering.

Key Highlights

  • Resale registration: The filing covers up to 7,074,016 shares of voting common stock to be offered by identified Registered Shareholders, not by the company itself.
  • No proceeds to company: According to the filing, "we will not receive any proceeds from the sale of common stock by the Registered Shareholders."
  • Recent private placement price: In 2026, 2,298,970 primary and secondary shares were sold at $30.00 per share in private placements, the filing disclosed.
  • No established public market: The filing states no established public trading market for the common stock currently exists.
  • Designated financial advisor: Performance Trust Capital Partners, LLC is identified as the designated financial advisor for the Nasdaq listing process.
  • Company status: The registrant is classified as a non-accelerated filer, a smaller reporting company, and an emerging growth company.

Georgia Banking Company Plans Direct Nasdaq Listing Without Underwriter

Georgia Banking Company, Inc., the bank holding company for Georgia Banking Company, a wholly owned Georgia bank subsidiary, filed Amendment No. 3 to its S-1 registration statement on October 26, 2026, under Registration No. 333-299281. The filing registers the resale of up to 7,074,016 shares of voting common stock on behalf of existing shareholders identified in the prospectus. The company noted that non-voting common stock held by Registered Shareholders will automatically convert into common stock upon transfer.

The filing describes a direct listing structure rather than a traditional initial public offering. According to the prospectus, "unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten by any investment bank." The company is headquartered at 1776 Peachtree Street NW, Suite 300, Atlanta, GA 30309, and Bartow Morgan, Jr. is identified as Chief Executive Officer and agent for service. The filing notes that the company filed for securities offerings under Rule 415, allowing delayed or continuous offerings.

The filing explains that once shares are listed on Nasdaq, Performance Trust Capital Partners, LLC will serve as the designated financial advisor and will perform functions under Nasdaq Stock Market Rule 4120(c)(8), including notifying Nasdaq when shares are "ready to trade" and approving the Current Reference Price before regular trading commences. The filing cautions that "recent purchase prices of our common stock in private transactions may have little or no relation to the opening public price of shares of our common stock on Nasdaq," and warns that listing without a firm-commitment underwritten offering "may cause the trading volume and price of our common stock to be more volatile."

What Was Disclosed

Georgia Banking Company filed a third amendment to its S-1 to register 7,074,016 resale shares for existing shareholders, plan a direct Nasdaq listing with no underwriter, and report that 2,298,970 shares were sold in 2026 private placements at $30.00 per share.