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Subsequent Event
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Event Subsequent Event
On January 14, 2025, the Bank entered into an agreement with the OCC, pursuant to which the Bank agreed, through its board of directors to take certain actions in the areas of strategic planning, capital planning, Bank Secrecy Act / Anti-Money Laundering risk management, payment activities oversight, credit administration and concentrations risk management.
Effective as of February 14, 2025, the note holders of the Company’s 8.5% Senior Notes due January 15, 2026 agreed to extend the grace period for the interest payment due January 15, 2025 to April 1, 2025 (the “Extension”).
On March 20, 2025, the Company entered into (i) securities purchase agreements (the “Co-Lead Investors Agreements”) with its President and director, Steven Sugarman (the “Lead Party”), and three co-lead investors (the “Co-Lead Investors”), and (ii) securities purchase agreements (the “Purchasers Agreements”, and together with the Co-Lead Investors Agreements, the “Securities Purchase Agreements”) with other accredited investors (collectively, and together with the Co-Lead Investors and the Lead Party, the “Purchasers”).
Also on March 20, 2025, the Company completed a $57.75 million private placement of: (i) shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a purchase price of $0.75 per share, and (ii) shares of a new series of the Company’s preferred stock, no par value per share, designated as Series A Non-Cumulative Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”), with a liquidation preference of $60 per share (the “Private Placement”).
The Private Placement included the issuance of: (i) 60,400,106 shares of Common Stock, and (ii) 90,832 shares of Series A Preferred Stock, convertible, in the aggregate, into 7,266,560 shares of Common Stock.
In addition, as part of the Private Placement, on March 20, 2025, the Company’s amendments to (i) 6.25% Fixed to Floating Subordinated Note due June 30, 2028 (the “Subordinated Note”), and (ii) 8.5% Fixed Rate Senior Notes Due 2026 (the “Senior Notes” and together with the Subordinated Note, the “Notes”) became effective and noteholders converted approximately $7.0 million of the aggregate principal amount of the Notes into 9,333,334 shares of Common Stock.
The amendment to the Subordinated Note provides that the interest on the Subordinated Note will be paid-in-kind (“PIK”) and the aggregate outstanding principal amount of the Subordinated Note will be automatically increased on each interest payment date by the amount of such PIK interest for all accrued and unpaid interest payments as of the closing date of the Private Placement and for future scheduled interest payments owed through and including the March 30, 2026 interest payment date. In addition, pursuant to such amendment, the noteholder agreed to convert $2.0 million of the outstanding principal amount of the Subordinated Note into shares of Common Stock effective on the closing date of the Private Placement.
The amendment to the Senior Notes provides that (i) the maturity date of the Senior Notes will be extended to April 15, 2028, (ii) the interest rate will be increased to 10.0% effective as of January 1, 2026, and (iii) at any time prior to the maturity date, the Company may repay any amount of the outstanding principal amount of the Senior Notes, in whole or in part, without penalty. In addition, pursuant to such amendment, the noteholders agreed to convert into shares of Common Stock an amount of the outstanding Senior Notes, on a pro rata basis, equal to $5.0 million based on the terms of the amendment and the closing of the private placement, and all accrued and unpaid interest payments as of the closing date of the Private Placement and for future scheduled interest payments owed through the January 15, 2026 payment may be PIK.
The Company’s Board of Directors approved the 2025 Omnibus Equity Incentive Plan (the “2025 Plan”) to be effective at the closing of the Private Placement, subject to and contingent upon the approval of the Company’s shareholders. The purpose of the Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and consultants by providing incentives directly linked to shareholder value. The Plan will be administered by the Compensation Committee of the Board. The types of awards (the “Awards”) issuable pursuant to the Plan are Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, or Other Stock-Based Awards, as such terms are defined in the Plan. Subject to the terms of the Plan, the maximum number of shares of Common Stock, Options and/or Stock Appreciation Rights that may be granted pursuant to Awards under the Plan shall be twenty percent (20%) of the then outstanding shares of Common Stock (which, for the avoidance of doubt, includes all outstanding shares of Common Stock, whether voting or non-voting) (the “Share Limit”); provided, that in no event shall the Share Limit be less than 10,000,000 shares. The Company entered into an Employment Agreement, dated and effective as of the closing of the Private Placement (the “Employment Agreement”), with Steven Sugarman (the “Executive”), as the Company’s President, with the Executive also having such other roles and responsibilities at the Company and the Bank as shall be mutually agreeable by the parties. The term of employment ends on April 1, 2029 (the “Employment Period”); provided, however, that, commencing on April 1, 2026, and on each anniversary of such date (such date and each annual anniversary thereof, a “Renewal Date”), unless previously terminated, the Employment Period will automatically be extended so as to terminate three years from such Renewal Date.
During the Employment Period, the Executive will receive an annual base salary at a rate of not less than $200,000 payable in accordance with the Company’s normal payroll policies, subject to the review for increase at least annually by the Compensation Committee of the Board pursuant to normal performance review policies. With respect to each fiscal year ending during the Employment Period, the Executive will be eligible to receive an annual bonus (the “Annual Bonus”), based on the attainment of performance objectives determined and established by the Compensation Committee, with no more than 50% of the Annual Bonus for any year payable in the form of equity awards.
The Company will issue to the Executive the initial equity award within thirty (30) days following the effective date of the 2025 Plan, and within thirty (30) days following the end of each quarter during the term of the Employment Agreement, the Company will issue to the Executive the quarterly equity award. The initial equity award means the amount of Restricted Stock Units equal to five percent (5%) of the outstanding Common Stock and all equity securities eligible to be converted into Common Stock as of the effective date. The quarterly equity award means the amount of Restricted Stock Units equal to the number of shares of Common Stock equivalent to five percent (5%) of the outstanding Common Stock and all equity securities eligible to be converted into Common Stock as of most recent quarter-end minus the amount of Common Stock held by the Executive pursuant to awards previously issued pursuant to the Employment Agreement as of most recent quarter-end.
Such Restricted Stock Units will vest in twelve (12) equal monthly tranches commencing on the issuance date and will have a restricted period of one year from the date of grant. Within ten business days following the date on which such restricted period ends, the Company will be obligated to deliver to the Executive: (i) to the extent the Plan has not been approved by the Company’s shareholders, cash equal to the fair market value of one share as of the date on which the Restricted Stock Unit’s restricted period ends for each Restricted Stock Unit that vested; or (ii) to the extent the Plan has been approved by the Company’s shareholders, one share for each Restricted Stock Unit that vested.
The Employment Agreement also contains certain termination, claw back, confidentiality and other customary provisions.
Certificate of Amendment
The preferences, limitations, powers and relative rights of the Series A Preferred Stock are set forth in the Certificate of Amendment of the Certificate of Incorporation of the Company (the “Certificate of Amendment”). The Company has previously reported that, on March 13, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Connecticut. The Certificate of Amendment designates 500,000 shares of Series A Preferred Stock.
As specified in the Certificate of Amendment, the Series A Preferred Stock have the following terms:
Dividends: Holders of shares of issued and outstanding Series A Preferred Stock will be entitled to receive, when, as and if declared by the Board out of funds of the Company legally available therefor, non-cumulative dividends in arrears at the rate per annum of 10% per share, payable semi-annually on April 1 and October 1 beginning on October 1, 2026. Dividends will be payable, at the option of the Company, in cash or in kind through the issuance of additional shares of Series A Preferred Stock, provided, that if the shares of Series A Preferred Stock are converted into shares of Common Stock in full on or prior to October 1, 2026, then the holder of such share of Series A Preferred Stock will not have any right to receive any dividends on the Series A Preferred Stock.
Registration Rights Agreement
In connection with the closing of the Private Placement, the Company and the Purchasers will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), under which the Company will be obligated to file a registration statement (and subsequent additional registration statements, as required) with the Securities and Exchange Commission (the “SEC”) to register for resale the shares of Common Stock to be issued in the Private Placement and the underlying shares of Common Stock into which the Series A Preferred Stock and non-voting Common Stock may be converted, as applicable. The Registration Rights Agreement will obligate the Company to use its reasonable best efforts to file such initial registration statement no later than the sixtieth (60th) day following the closing of the Private Placement and to cause such registration statement or any subsequent additional registration statement to be declared effective by the SEC no later than the ninetieth (90th) day after the filing of such registration statement.
Collateral Requirement due to Downgrade
On February 11, 2025, the Bank received a notification from the FRBNY regarding a payment system risk (PSR) collateral requirement due to the Bank's downgrade to Group C. Effective immediately, the Bank is required to maintain a PSR collateral amount of $24.4 million based on its non-wire debit activities. The Bank currently holds approximately $69.9 million in unencumbered collateral with the FRBNY, sufficient to meet the new collateral requirement. The FRBNY will reassess the collateral requirements quarterly and may adjust them based on changes in the Bank's financial services activities.
Changes to Master Account:

Intraday Overdraft Capacity: The Bank will no longer qualify for uncollateralized intraday credit but may request collateralized capacity, subject to FRBNY’s review.
Transaction Processing: FRBNY will reject transactions with insufficient funds, including Fedwire transfers, National Settlement Service transactions, and ACH credit items.
Discount Window Borrowing: The Bank will no longer be eligible for Primary Credit programs and will be considered under the Secondary Credit program.
Cash Order Prefunding: Prefunding of cash orders is required; orders with insufficient funds will be rejected.
Collateral Requirement: The Bank must provide collateral security for obligations through its master account, reviewed quarterly.
Collateral Pledged: Additional haircuts on collateral will apply: 0% for cash deposits and Treasury/Agency securities, 10% for certain securities, 5% for other securities, and 15% for loans.
These changes do not have an immediate impact on the Bank's financial position or results of operations.