GEORGIA BANKING CO INC

S-11 tm2620318-7_s1.htm S-1

As filed with the Securities and Exchange Commission on October 2, 2026.

Registration No. 333-​

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GEORGIA BANKING COMPANY, INC.

​

(Exact name of registrant as specified in its charter)

Georgia

​

(State or other jurisdiction of incorporation or organization)

​

(Primary Standard Industrial Classification Code Number)

58-2382447

​

(I.R.S. Employer Identification Number)

1776 Peachtree Street NW, Suite 300,

Atlanta, GA 30309

(866) 711-4530

​

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Bartow Morgan, Jr.

Chief Executive Officer

Georgia Banking Company, Inc.

1776 Peachtree Street NW, Suite 300,

Atlanta, GA 30309

(866) 711-4530

​

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

James Stevens

Brenna Sheffield

Troutman Pepper Locke LLP

600 Peachtree Street, NE, Suite 3000

Atlanta, Georgia 30308

(404) 885-3000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

​

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

​

​

The information in this preliminary prospectus is not complete and may be changed. We may not, and the Registered Shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus Subject to Completion, dated October 2, 2026

7,040,514 Shares

​

This prospectus relates to the registration of the resale of up to 7,040,514 shares of our voting common stock (our “common stock”) by shareholders identified in this prospectus (the “Registered Shareholders”) of Georgia Banking Company, Inc., a Georgia corporation and the bank holding company for Georgia Banking Company, a wholly owned subsidiary and Georgia bank (the “Bank”). Shares of our non-voting common stock (our “non-voting common stock”) offered by the Registered Shareholders will automatically convert into common stock upon transfer.

Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten by any investment bank. The Registered Shareholders may, or may not, elect to sell their common stock covered by this prospectus, as and to the extent they may determine. If the Registered Shareholders utilize a broker-dealer in the sale of the common stock being offered by this prospectus on the Nasdaq Capital Market (“Nasdaq”), such broker-dealer may receive remuneration in the form of discounts, concessions, or commissions. See “Plan of Distribution.” If the Registered Shareholders choose to sell their common stock, we will not receive any proceeds from the sale of common stock by the Registered Shareholders.

No established public trading market for our common stock currently exists. However, our shares of common stock have a limited history of trading in private transactions. In 2026, 2,298,970 primary and secondary shares of our common stock were sold at a price of $30.00 per share in private placements. For more information, see “Sale Price History of Our Capital Stock.” Recent purchase prices of our common stock in private transactions may have little or no relation to the opening public price of shares of our common stock on Nasdaq or the subsequent trading price of shares of our common stock on Nasdaq. As a result, you should not place undue reliance on these historical sales prices as they may differ materially from the public prices of our shares of common stock on Nasdaq. Further, the listing of our common stock on Nasdaq without a firm-commitment underwritten offering may cause the trading volume and price of our common stock to be more volatile than if our common stock was initially listed in connection with an initial public offering underwritten on a firm-commitment basis.

On the day that shares of our common stock are initially listed on Nasdaq, The Nasdaq Stock Market LLC (“Nasdaq Stock Market”) will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. During a 10-minute “Display Only” period, market participants may enter quotes and orders for our common stock in Nasdaq Stock Market’s systems and such information is disseminated, along with other indicative imbalance information, to Performance Trust Capital Partners, LLC (“Performance Trust”), our designated financial advisor with respect to certain other matters relating to our listing, and other market participants by Nasdaq Stock Market on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which Performance Trust, in its capacity as our designated financial advisor, will perform the functions under Nasdaq Stock Market Rule 4120(c)(8) and must notify Nasdaq Stock Market that our shares are “ready to trade.” Once Performance Trust has notified Nasdaq Stock Market that shares of our common stock are ready to trade, Nasdaq Stock Market will calculate the Current Reference Price for shares of our common stock, in accordance with Nasdaq Stock Market’s exchange rules. If Performance Trust then approves proceeding at the Current Reference Price, Nasdaq Stock Market will conduct a price validation test in accordance with Nasdaq Stock Market Rule 4120(c)(8). As part of conducting such price validation test, Nasdaq Stock Market may consult with Performance Trust, if the price bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered will then be executed at such price and regular trading of shares of our common stock on Nasdaq will commence. Under the Nasdaq Stock Market exchange rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell shares of our common stock can be matched; (ii) if more than one price exists under clause (i), then the price that minimizes the number of shares of our common stock for which orders cannot be matched; (iii) if more than one price exists under clause (ii), then the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which shares of our common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under clause (iii), a price determined by Nasdaq Stock Market after consultation with Performance Trust. Performance Trust will exercise any consultation rights only to the extent that it may do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M (to the extent applicable), or applicable relief granted thereunder. Neither the Company nor Registered Shareholders will be involved in Nasdaq Stock Market’s price-setting mechanism, including any decision to delay or proceed with trading, nor will they control or influence Performance Trust, in carrying out its role as financial advisor. Performance Trust will determine when shares of our common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on consideration of volume, timing, and price. In particular, Performance Trust will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution.”

We have applied to list our common stock on Nasdaq under the symbol “GBC.” This offering is contingent on approval of our listing application. No assurance can be given that our Nasdaq application will be approved and that our common stock will be listed on Nasdaq. If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our common stock on Nasdaq, we will not complete this direct listing. We expect our common stock to begin trading on Nasdaq on or about , 2026.

We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and are subject to reduced public company reporting requirements.

​

Investing in our common stock involves risk. See “Risk Factors” beginning on page 14 to read about factors you should consider before investing in our common stock.

None of the Securities and Exchange Commission (the “SEC”), any state securities or banking commission, the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”) nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

These securities are not deposits, savings accounts or other obligations of any bank or savings association and are not insured or guaranteed by the FDIC or any other governmental agency and are subject to investment risks, including the possible loss of the entire amount you invest.

​

Prospectus dated , 2026