[8-K] Ameris Bancorp Reports Material Event

Rhea-AI Filing Summary

FiEE, Inc. (Nasdaq: FIEE) filed a Form 10-Q/A for the quarter ended 30 Jun 24 to restate financials after discovering material errors in outstanding share counts and EPS. FY-23 shares are revised to 2.79 M (was 2.63 M) and Q2-24 shares to 2.97 M (was 2.81 M), lowering Q2-24 loss per share to $0.16 from $0.17 and 1H-24 loss per share to $1.27 from $1.34.

Operations. Net sales in Q2-24 were $0 versus $7.2 M YoY; gross profit nil. Operating loss narrowed to $0.49 M (Q2-23: $5.46 M) as expenses were cut and $0.16 M of vendor-liability forgiveness was booked. 1H-24 operating loss totals $3.76 M.

Balance sheet. Assets collapsed to $0.95 M from $12.36 M at 31 Dec 23 after receivables and inventories were written down. Cash is $0.63 M. Liabilities fell to $1.36 M, but equity turned to a $0.40 M deficit. A March 2024 issuance of 2 M preferred shares injected $1.36 M and generated a $1.44 M warrant value.

Governance. The amendment re-files CEO/CFO SOX certifications (Exhibits 31 & 32) and updated XBRL. Management states no other sections were updated and prior Q2-24 statements should not be relied upon.

Investor focus:

• Control weakness signaled by restatement.
• Revenue collapse and limited liquidity.
• Negative equity and ongoing losses.
• Preferred financing provides short-term cash but dilutes common holders.

Positive

• Restatement reduces Q2-24 and 1H-24 loss per share, reflecting slightly less dilution for existing holders.
• $1.36 M preferred equity infusion and $1.44 M warrant value provide short-term liquidity relief, lowering current liabilities to $1.36 M from $12.24 M at YE-23.

Negative

• Material weakness: prior financials deemed unreliable due to share-count errors, indicating poor internal controls.
• Revenue collapse: Q2-24 net sales fell to $0 from $7.2 M YoY, raising viability concerns.
• Liquidity risk: only $0.63 M cash on hand and negative equity of $0.40 M.
• Asset write-downs wiped $10.7 M of receivables and inventory, shrinking assets to $0.95 M.
• Continued losses: 1H-24 net loss of $3.75 M despite drastic cost cuts.

Insights

Financial Analyst

TL;DR: Restatement exposes control flaws, assets depleted, revenue at zero—credit negative despite smaller per-share loss.

The share-count error is an internal-control red flag; management had to reissue SOX 302/906 certifications. Although the per-share loss improved by $0.01, absolute performance remains weak: zero sales, $0.49 M operating loss and only $0.63 M cash. The balance sheet shows a dramatic $11.4 M asset decline and a $0.40 M equity deficit, signalling potential going-concern pressure. Preferred equity raised $1.36 M but brings dilution and priority over common stock. With negative equity, minimal cash and no revenue, additional capital or strategic alternatives appear imperative.

Corporate Governance Expert

TL;DR: Material restatement and renewed certifications highlight governance risk; investors should demand stronger oversight.

A restatement driven by basic share-count mistakes indicates weaknesses in financial close procedures and Board oversight. Refiling of Exhibits 31/32 suggests management acknowledges potential SOX non-compliance. While the Audit Committee acted, recurring corrections erode market confidence and may invite regulatory scrutiny or exchange listing concerns. Until remediation plans and auditor sign-off are disclosed, governance risk remains elevated.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 28, 2025

Ameris Bancorp

(Exact Name of Registrant as Specified in Charter)

Georgia			001-13901			58-1456434
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

    

3490 Piedmont Road N.E., Suite 1550
Atlanta,			Georgia			30305
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (404) 639-6500

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $1.00 per share			ABCB			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

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 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On July 28, 2025, Ameris Bancorp (the “Company”) issued a press release announcing its unaudited financial results for the quarter ended June 30, 2025. A copy of that press release is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 99.1.

The information contained in this Item 2.02 and in Exhibit 99.1 attached to this Report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Furthermore, such information shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure.

A copy of the investor presentation material that the Company will present regarding its earnings during the teleconference beginning at 9:00 a.m. Eastern time on July 29, 2025 is attached to this Report as Exhibit 99.2. The investor presentation material is also available on the “Investor Relations” page of the Company’s website (http://www.amerisbank.com).

The information contained in this Item 7.01 and in Exhibit 99.2 attached to this Report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Furthermore, such information shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1			Press Release Dated July 28, 2025
99.2			Investor Presentation re: 2nd Quarter 2025 Results
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

AMERIS BANCORP

By:			/s/ Nicole S. Stokes
			Nicole S. Stokes
			Chief Financial Officer

Date: July 28, 2025

FAQ

Why did FiEE, Inc. (FIEE) file a Form 10-Q/A?

The Audit Committee found errors in the share count and EPS calculations for Q2-24; the amendment corrects these figures and restates the financials.

What is the corrected basic and diluted loss per share for Q2-24?

$0.16, down from the originally reported $0.17.

How many common shares are now reported as outstanding at 30 Jun 24?

2,965,900 shares, versus 2,809,689 previously reported.

What is FiEE’s current cash position after the restatement?

The amended balance sheet shows $630,816 in cash and cash equivalents as of 30 Jun 24.

Did the restatement affect revenue or cash flow figures?

No revenue or cash-flow line items were adjusted; changes relate mainly to share count, EPS and resulting equity balances.

How did the balance sheet change compared with year-end 2023?

Total assets dropped from $12.36 M to $0.95 M; equity shifted from a $0.12 M surplus to a $0.40 M deficit.