BALTIMORE--(BUSINESS WIRE)--Howard Bancorp, Inc. (the "Company") (NASDAQ: HBMD) announced today that it has filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (the "SEC"). When declared effective by the SEC, the shelf registration statement will allow the Company to raise capital from time to time, up to an aggregate of $100 million, through the sale of common and preferred stock, debt securities, warrants and other securities. Specific terms and prices would be determined at the time of each offering under a separate prospectus supplement, which would be filed with the SEC at the time of the offering.
This shelf registration statement replaces the shelf registration statement on Form S-3 originally filed with the SEC on July 17, 2017 that was set to expire on July 26, 2020. The expiring shelf registration statement allowed the Company to raise capital from time to time, up to an aggregate of $75 million. That shelf registration was not utilized during its life although the company issued $25 million of subordinated debt in December 2018 in an unregistered private offering.
Mary Ann Scully, Chairman and Chief Executive Officer, said "Today’s shelf registration is intended to provide continued flexibility, if desired, in our ability to take advantage of potential future opportunities for growth by giving us the ability to quickly raise capital if and when the need or opportunity arises. We increased the size of our expiring shelf registration by $25 million in light of our substantial growth in both total assets and stockholders’ equity since the original shelf registration was filed in 2017. We have no present or contemplated intention at this time to raise capital in any form. Keeping a refreshed shelf is a standard tool in our capital management."
The registration statement on Form S-3 filed with the SEC has not yet become effective. Securities may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective. This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of the securities under the securities laws of that state or jurisdiction. Any offer of securities covered by the registration statement will be made solely by means of a prospectus included in the registration statement and a prospectus supplement with respect to such offering.
About Howard Bancorp, Inc.
Howard Bancorp, Inc. is the parent company of Howard Bank, a Maryland-chartered trust company operating as a commercial bank. Headquartered in Baltimore City, Maryland, Howard Bank operates a general commercial banking business through its 15 branches located throughout the Greater Baltimore Metropolitan Area. It had consolidated assets of approximately $2.5 billion at March 31, 2020. Additional information about Howard Bancorp, Inc. and Howard Bank are available on its website at www.howardbank.com.
Cautionary Note Regarding Forward Looking Statements
Certain statements in this press release constitute “forward looking statements” under the Private Securities Litigation Reform Act of 1995, Forward looking statements can be identified by words such as “plans,” “anticipated,” “expects,” “intends,” “believes,” “may,” “likely,” “will” or other statements that indicate future periods. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Factors that might cause such a difference include, but are not limited to, economic conditions, competition in the geographic and business areas in which the Company conducts its operations, fluctuations in interest rates, credit quality, and government regulation. Additional risks and uncertainties are contained in the “Risk Factors” and forward-looking statements disclosure in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.