The information in this prospectus is not complete and may be changed. The Selling
Securityholders 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 it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject To Completion, Dated September 25, 2024
Prospectus
69,400 Shares of Series A Convertible Non-Cumulative Preferred
Stock
Warrants to Purchase up to 175,000 Shares of Common Stock (or up to 3,937 Shares of Series B Convertible Perpetual Preferred
Stock or up to 175,000 Shares of Non-Voting Common Stock)
Up to 3,259,445 Shares of Common
Stock Issuable Upon Conversion of Shares of Series A Convertible Non-Cumulative Preferred Stock, Series B Convertible Perpetual Preferred Stock, or Non-Voting Common
Stock or Upon Exercise of Warrants
Up to 3,259,445 Shares of Non-Voting Common Stock
Issuable Upon Conversion of Shares of Series A Convertible Non-Cumulative Preferred Stock or Upon Exercise of Warrants
Up to 69,400 Shares of Series B Convertible Perpetual Preferred Stock Issuable Upon Conversion of Shares of Series A Convertible Non-Cumulative Preferred Stock or Upon Exercise of Warrants
This prospectus
relates to the resale from time to time by the securityholders named in this prospectus (the Selling Securityholders) of the securities listed below (collectively, the Securities):
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69,400 shares of our Series A Convertible Non-Cumulative Preferred Stock,
par value $1.00 per share (Series A Preferred Stock); |
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Warrants to purchase up to 175,000 shares of our common stock, par value $1.00 per share (common
stock) (or, at the election of the warrant holder in accordance with the terms of the warrant agreement, up to 3,937 shares of our Series B Convertible Perpetual Preferred Stock, par value $1.00 per share (Series B Preferred
Stock), or up to 175,000 shares of our non-voting common stock, par value $1.00 per share (Non-Voting Common Stock)) at an exercise price equal to
$22.50 per share (collectively, the Warrants); |
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Up to 3,259,445 shares of our common stock issuable upon conversion of shares of Series A Preferred Stock, Series
B Preferred Stock, or Non-Voting Common Stock or upon exercise of the Warrants; |
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Up to 3,259,445 shares of Non-Voting Common Stock issuable upon conversion
of shares of Series A Preferred Stock or upon exercise of the Warrants; and |
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Up to 69,400 Shares of Series B Preferred Stock issuable upon conversion of shares of Series A Preferred Stock or
upon exercise of the Warrants. |
We issued and sold 69,400 shares of Series A Preferred Stock and the Warrants in the
Private Placement (as defined in the section entitled Selling Securityholders on page 8 of this prospectus). We are registering the resale of the Securities pursuant to agreements we entered into with the Selling Securityholders in the
Private Placement. The Selling Securityholders may offer and sell the Securities in public or private transactions, or both. These sales may occur at fixed prices, at prices related to prevailing market prices, or at negotiated prices, or, in the
case of sales of our common stock, at market prices prevailing at the time of sale. While there is no established public trading market for the Series A Preferred Stock, Series B Preferred Stock, Non-Voting
Common Stock or Warrants, we believe the actual offering price in sales of the Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock or Warrants by the Selling Securityholders will be
derived from the prevailing market price of our common stock at the time of any such sale. For more information, please see the section entitled Plan of Distribution on page 22 of this prospectus.
The Selling Securityholders may sell all or a portion of the Securities through underwriters, broker-dealers, or agents, who may receive
compensation in the form of underwriting discounts, concessions, or commissions from the Selling Securityholders, the purchasers of the Securities, or both. See Plan of Distribution for a more complete description of the ways in which
the Securities may be sold. The names of any underwriters, dealers or agents, the specific terms of the plan of distribution, any over-allotment option and any applicable underwriting discounts, concessions, and commissions will be set forth in a
supplement to this prospectus.
We will not receive any proceeds from the sale of the Securities by the Selling Securityholders. We will,
however, receive cash proceeds equal to the total exercise price of any Warrants that are exercised for cash but will receive no cash if and to the extent that Warrants are exercised pursuant to the net, or cashless, exercise feature of
the Warrants.
Our common stock is listed on the Nasdaq Global Select Market under the symbol TCBX. On September 24, 2024,
the closing price of our common stock on the Nasdaq Global Select Market was $26.11. The Non-Voting Common Stock, Series A Preferred Stock, Series B Preferred Stock and Warrants are not listed on any exchange,
and we do not intend to list the Non-Voting Common Stock, Series A Preferred Stock, Series B Preferred Stock or Warrants on any exchange.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.
The address of our principal executive offices is 20202 Highway 59 North, Suite 190, Humble, Texas 77338. Our phone number is (281) 446-7000.
Investing
in our securities involves risks. You should carefully consider the risk factors beginning on page 2 of this prospectus and in Item 1.A. Risk Factors in the Companys most recent Annual Report on Form 10-K and the other filings the Company makes with the Securities and Exchange Commission from time to time before you make an investment in our securities.
The Securities are not savings accounts, deposits or other obligations of a bank or savings institution and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is , 2024