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): May 22, 2024
BROADWAY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
| | 001-39043
| | 95-4547287
|
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 4601 Wilshire Boulevard, Suite 150, Los Angeles, CA | | 90010
|
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (323) 634-1700
NOT APPLICABLE
(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 |
Class A Common Stock, par value $0.01 per share (including attached preferred stock purchase rights)
| | BYFC
| | Nasdaq Capital Market
|
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).
| 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On May 22, 2024, Broadway Financial Corporation (the “Company”), received written notice (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq it is not in compliance with the periodic financial reporting requirements set forth in Nasdaq Listing Rule 5250(c)(1) (the “Rule 5250(c)(1)”) for continued listing on The Nasdaq Capital Market because its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”) was not filed within the time
period prescribed by Securities and Exchange Commission rules.
The letter was issued because the Company had not filed its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the “Quarterly Report”). Under Nasdaq’s Listing Rules, the Company must submit a plan to regain compliance to Nasdaq within 60 calendar days of the date of the letter. If Broadway’s plan is accepted, then Nasdaq can grant an exception of up to 180 calendar days from the date that the Form 10-Q should have been filed, or November 18, 2024. Nasdaq’s Listing Rules also require that the Company make a public announcement disclosing receipt of the notification letter by issuing a press release within four business days of the date of that letter
On May 24, 2024, the Company filed the Form 10-Q for the period ended March 31, 2024.
Item 7.01 Regulation FD Disclosure
A press release dated May 29, 2024, disclosing the Company’s receipt of the Notification Letter referenced above, is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
| (d) | | Exhibits |
| | | |
| Exhibit Number | | Description |
| | | |
| | Press Release dated May 29, 2024 |
| | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
BROADWAY FINANCIAL CORPORATION
| By: | /s/ Zack Ibrahim |
| | Zack Ibrahim |
| | Executive Vice President and Chief Financial Officer |
