First Commerce Bank to Submit Nasdaq Capital Market Application

LAKEWOOD, NJ / ACCESSWIRE / February 10, 2023 / First Commerce Bank (the "Bank") (OTC:CMRB) today announced that, in connection with its proposed holding company reorganization, it will be submitting an application to list the common shares of its proposed holding company on the Nasdaq Capital Market. The Bank believes that it meets the financial, liquidity and corporate governance requirements for listing on the Nasdaq Capital Market; however, any move to Nasdaq is contingent upon fulfilling those requirements and the new holding company registering its common stock with the Securities and Exchange Commission (the "SEC").

The Bank intends to file a registration statement with the SEC following the completion of its proposed holding company reorganization pursuant to which it would register the holding company's common stock under the Securities Exchange Act of 1934 (the "'34 Act"). The Bank's common shares (and, following the completion of the holding company reorganization, the holding company's common shares) will continue to be quoted on the OTCPK Market until such time as the shares may be listed on the Nasdaq Capital Market if the application is approved by Nasdaq and the registration statement is declared effective by the SEC. It is currently anticipated that the holding company reorganization will be completed promptly after the Bank's annual meeting of shareholders being held in April 2023 for the purpose of, among other items, approving the holding company reorganization.

In the event that the holding company reorganization is not completed, the Bank would directly apply to list its common shares on Nasdaq and become a public company filer under the '34 Act with the Federal Deposit Insurance Corporation.

President & CEO Donald Mindiak commented, "We believe that the time is right for the Bank to move to the Nasdaq Capital Market and register with the SEC, and that this initiative affords the Bank better access to capital, the possibility for greater trading volume through a more comprehensive investor base, possible addition in a stock market index, and an enhanced ability to use our stock as acquisition consideration. Additionally, we believe that the successful execution of this initiative has the potential for providing enhanced franchise and shareholder value to our shareholder base."

About First Commerce Bank

Established in 2006 and headquartered in Lakewood, New Jersey, the Bank has offices in Allentown, Bordentown, Closter, Englewood, Fairfield, Freehold, Lakewood, Montvale, Robbinsville and Teaneck, New Jersey. The Bank provides businesses and individuals a wide range of loans, deposit products and retail and commercial banking services. For more information, please go to www.firstcommercebk.com.

Forward-Looking Statements

This release, like many written and oral communications presented by First Commerce Bank, and our authorized officers, may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Bank, are generally identified by use of the words "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "seek," "strive," "try," or future or conditional verbs such as "could," "may," "should," "will," "would," or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results.

In addition to the factors previously disclosed in prior Bank communications and those identified elsewhere, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: regulatory or other delays in completing our holding company reorganization; the inability to receive required approvals in connection with listing on Nasdaq and registering with the SEC; the impact of the COVID-19 pandemic on the Bank, its operations and its customers, changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of the Bank's products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with certain corporate initiatives; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and actions of governmental agencies and legislative and regulatory actions and reforms.

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SOURCE: First Commerce Bank