Item 8.01 Other Events.

On January 13, 2009, the Registrant's wholly-owned subsidiary, Marlin Business Bank ("MBB"), converted from an industrial bank to a commercial bank and became a member of the Federal Reserve System. In connection with the conversion of MBB to a commercial bank, the Registrant became a bank holding company on January 13, 2009.

The conversion of MBB to a commercial bank took place in accordance with the approval by the Federal Reserve Bank of San Francisco ("FRB") on December 31, 2008 (the "FRB Approval"). On January 8, 2009, the FRB modified the FRB Approval to permit MBB to convert to a commercial bank and become a member of the Federal Reserve System without requiring the immediate $25 million capital injection contemplated in the approval. The FRB has delayed the requirement for the additional capital injection until such time as the Federal Deposit Insurance Corporation ("FDIC") acts on the modification request made by MBB to the FDIC to eliminate certain inconsistencies between the FRB Approval and an order by the FDIC, dated March 20, 2007 and modified on February 12, 2008 (the "FDIC Order"), that contained conditions required by the FDIC for MBB to become an industrial bank.

The Registrant has submitted a request to the FDIC to modify the FDIC Order to eliminate certain inconsistencies between the FDIC Order and the FRB Approval. The Registrant's modification request is under review by the FDIC, but the FDIC has not provided the Registrant with a timeline as to when the Registrant can expect a decision on the modification request.

If the FDIC approves the modification request, then the Registrant intends to inject the additional $25 million of capital into MBB and begin executing against the business plan approved by the FRB.

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