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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/30/22 First Bancshares Inc./MS NT 11-K 12/31/21 1:23K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: NT 11-K Notice of a Late Filing of a Form 11-K Annual HTML 17K
Report
| SEC FILE NUMBER 000-22507 |
| CUSIP NUMBER 318916103 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check one): | o Form 10-K o Form 20-F x Form 11-K o Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR | |
| For Period Ended: December 31, 2021 | ||
| o Transition Report on Form 10-K | ||
| o Transition Report on Form 20-F | ||
| o Transition Report on Form 11-K | ||
| o Transition Report on Form 10-Q | ||
| For the Transition Period Ended: | ||
| Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
The First Bancshares, Inc.
Full Name of Registrant
Former Name if Applicable
6480 U.S. Hwy 98 West
Address of Principal Executive Office (Street and Number)
Hattiesburg, Mississippi 39402
City, State and Zip Code
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
|
x |
(a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
C:
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The First Bancshares, Inc. (the “Company”) has dedicated significant resources to the completion of the preparation of the financial statements for the year ended December 31, 2021 for the Southwest Georgia Financial Corporation Employee Stock Ownership Plan and Trust (the “ESOP”) and the Form 11-K. However, the administrator of the ESOP requires additional time to fully develop financial information necessary to provide complete disclosure in its Form 11-K and to finalize the materials necessary to complete the audit of the ESOP’s financial statements for the year ended December 31, 2021. As such, the Company is unable to file the ESOP’s Annual Report on Form 11-K within the prescribed time period without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company expects to file its Form 11-K no later than the fifteenth calendar day following the prescribed due date.
The foregoing statement about the anticipated timing of the filing of the Form 11-K is a forward-looking statement 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. These forward-looking statements are based upon information presently available to the Company and assumptions that it believes to be reasonable. Investors are cautioned not to place undue reliance upon forward looking statements in this notification of late filing. The Company undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date of this filing, except as required by law.
PART IV – OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification. |
|
|
601 |
268-8998 | |||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
| Yes x No o |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| Yes o No x |
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
The First Bancshares, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 29, 2022 | By: | /s/ Donna T. (Dee Dee) Lowery | |
| Name: | Donna T. (Dee Dee) Lowery | ||
| Title: | Executive VP and Chief Financial Officer | ||
C:
| This ‘NT 11-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of / Effective on: | 6/30/22 | |||
| Filed on: | 6/29/22 | |||
| For Period end: | 12/31/21 | 10-K, 5, 5/A, NT 10-K | ||
| List all Filings | ||||