LAS VEGAS,
March 14, 2025
/PRNewswire/ — GBank Financial Holdings Inc. (the “Company”)
GBFH, the parent company of GBank (the “Bank”), announced that it has filed Amendment No. 1 to Form S-1 Registration Statement Under the Securities Act of 1933 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). This filing aims to register the resale of 1,081,081 shares of common stock (the “Registered Securities”) resulting from a private placement transaction that closed on
October 11, 2024. The Registration Statement is part of a registration rights agreement allowing certain selling shareholders to resell their shares under the U.S. Securities Act of 1933, as amended.

Although the Registration Statement relating to these Registered Securities has been submitted to the SEC, it has not yet received effective status. As a result, the Registered Securities cannot be sold, and offers to buy will not be accepted until the SEC declares the Registration Statement effective. This statement may still be amended or completed. Interested parties can request copies of the Registration Statement (and the preliminary prospectus) from GBank Financial Holdings Inc. at 9115 W. Russell Rd., Suite 110,
Las Vegas, Nevada 89148, or by visiting
this link.

This news release does not represent an offer to sell or seek offers to buy any securities. Additionally, there will be no offer or sale of securities in any jurisdiction where such actions would be illegal. The securities have not been approved or disapproved by the SEC, nor has any regulatory authority verified the adequacy or accuracy of the Registration Statement.

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Notice Regarding Disclosures and Forward-Looking Statements

This press release contains forward-looking statements in accordance with applicable securities laws. These include predictions about the Registration Statement, the Securities, and the strategic plans of the Company. Words such as “anticipates,” “expects,” “intends,” “plans,” and other similar terms indicate forward-looking statements. These projections rely on current management expectations and may be influenced by various risks and uncertainties, leading to outcomes that differ significantly from those anticipated.

Risks include the possibility that the SEC may not declare the Registration Statement effective or that the statement may undergo amendments. Other potential concerns include changes in economic conditions, market volatility, and regulatory changes affecting the banking sector. Although the Company believes these assumptions are reasonable, it cannot guarantee that anticipated results will materialize. Readers should not overly rely on these forward-looking statements, as they are valid only at the time of this release and the Company is not obligated to update them unless required by law. All forward-looking statements are subject to this cautionary note.

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SOURCE GBank Financial Holdings Inc.