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Grandsouth Bancorporation – ‘10-12G’ on 3/30/21 – ‘EX-4.4’

On:  Tuesday, 3/30/21, at 11:00am ET   ·   Accession #:  1552781-21-160   ·   File #:  0-31937

Previous ‘10-12G’:  None   ·   Next & Latest:  ‘10-12G/A’ on 5/11/21   ·   9 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/30/21  Grandsouth Bancorporation         10-12G                11:3.4M                                   2ENGAGE/FA

Registration Statement   —   Form 10   —   Sect. 12(g) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Registration Statement                              HTML   1.34M 
 2: EX-3.7      Articles of Incorporation/Organization or Bylaws    HTML    114K 
 3: EX-3.8      Articles of Incorporation/Organization or Bylaws    HTML    128K 
 4: EX-4.3      Instrument Defining the Rights of Security Holders  HTML    189K 
 5: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     10K 
 6: EX-10.1     Material Contract                                   HTML     64K 
 7: EX-10.2     Material Contract                                   HTML     67K 
 8: EX-10.3     Material Contract                                   HTML     55K 
 9: EX-10.4     Material Contract                                   HTML     35K 
10: EX-10.6     Material Contract                                   HTML     35K 
11: EX-21.1     Subsidiaries List                                   HTML      6K 


‘EX-4.4’   —   Instrument Defining the Rights of Security Holders


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

 

November 14, 2018

 

 

Dear Mr. Patten,

 

We, the Board of Directors of GrandSouth Bancorporation, are writing to today to formally request an 18- month delay in provision 4.3 of the Security Purchase Agreement dated February 3, 2016 between GrandSouth Bancorporation (the “Company”) and Wellington Management Company LLP. Included in provision 4.3 is a requirement that the Company become subject to the periodic reporting requirements of Section 13 (by having its Common Stock registered under Section 12 of the Exchange Act) or Section IS(d) of the Exchange Act.

 

Based on multiple conversations with investors, investment advisors, and accounting firms, we believe this registration would be better timed at a later date, when the Company has grown to a larger asset size and market capitalization. We have made great effort to grow the Company and share price over the 32 months since Wellington Management Company LLP purchased shares in the Company. From the year ended December 31, 2015 to the quarter ended September 30, 2018, the total assets of the Company have grown 74% to $740.3 million. The share price of our Company’s stock has grown to a current price of $18.00 from the $12.00 price at the time of issuance in February of 2016. Additionally, we upgraded to the OTCQX exchange in September of this year to provide additional liquidity to our shareholders.

 

The annual cost of registration with the SEC is estimated to be between $400 thousand and $500 thousand, annually. This is a significant cost to our Company as we continue to grow the franchise and expand strategically into new markets, and we do not see that there will be significant benefits in share price or share liquidity should we make this next step within the next nine months. We request that this requirement be delayed eighteen months to allow the Company to grow and register with the SEC when the benefits of this change will be greater.

 

We are committed to adding capital and liquidity and are currently expecting to add $10 million in common equity with accredited individual investors in a capital raise this quarter.

 

If you would like to meet to address questions or would like additional information, please contact J. B. Garrett by telephone at (864) 527-7170 or by email at jb.garrett@grandsouth.com .. Thank you for your time and consideration.

 

Sincerely,  
Mason Y. Garrett JB Schwiers Michael L. Gault
S Hunter Howard, Jr. John W. Shealy J. B. Garrett

Anthony W. Morgan

Edward M. Rast

J. Calhoun Pruitt

Harold E. Garrett

Baety O. Gross

 

381 Halton Road | PO Box 6548 | Greenville, SC 29607 | Phone 864-770-1000

 

 C: 
   

 


Dates Referenced Herein

This ‘10-12G’ Filing    Date    Other Filings
Filed on:3/30/21None on these Dates
11/14/18
9/30/18
2/3/16
12/31/15
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/31/22  Grandsouth Bancorporation         10-K       12/31/21  133:18M                                    2ENGAGE/FA
 8/30/21  Grandsouth Bancorporation         S-8         8/30/21    4:193K                                   2ENGAGE/FA
 5/11/21  Grandsouth Bancorporation         10-12G/A    5/10/21    1:2.5M                                   2ENGAGE/FA


6 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/12/10  Grandsouth Bancorporation         8-K:5       2/12/10    2:8K                                     Sinkler & Boyd P A/FA
12/14/09  Grandsouth Bancorporation         8-K:1,3,5,912/08/09    6:197K                                   Sinkler & Boyd P A/FA
 5/18/09  Grandsouth Bancorporation         DEF 14A     6/17/09    1:124K                                   Sinkler & Boyd P A/FA
 5/15/09  Grandsouth Bancorporation         10-Q        3/31/09    5:175K                                   Sinkler & Boyd P A/FA
 4/02/01  Grandsouth Bancorporation         10KSB      12/31/00    5:181K                                   Sinkler & Boyd P A/FA
11/14/00  Grandsouth Bancorporation         10QSB       9/30/00    3:33K                                    Sinkler & Boyd P A/FA
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Filing Submission 0001552781-21-000160   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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