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 14, 2020
Bogota Financial Corp.
(Exact Name of Registrant as Specified in Charter)
Maryland
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001-39180
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84-3501231
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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819 Teaneck Road, Teaneck, New Jersey
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07666
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (201) 862-0660
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01
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BSBK
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The Nasdaq Stock Market, LLC
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 [X]
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 8.01 Other Events
Bogota Financial Corp. (the “Company”) is relying on the order (the “SEC Order”) issued by the Securities and Exchange Commission (the
“SEC”) on March 25, 2020 (Release No. 34-88465) pursuant to the SEC’s authority under Section 36 of the Securities Exchange Act of 1934 (the “Exchange Act”) granting exemptions from certain provisions of the Exchange Act and the rules thereunder
related to the reporting requirements for certain public companies, subject to the satisfaction of certain conditions, to delay the filing of the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Report”).
The Company’s operations and business have experienced disruptions due to the unprecedented conditions surrounding the COVID-19 pandemic in
the United States, resulting in the Company having to modify its business practices. Since early March, the Company been following the recommendations of state and local health authorities to minimize the exposure risk for employees, including
restricting access to the Company’s physical offices. Management has had to devote significant time and attention to assessing the potential impact of COVID-19 and related events on the Company’s operations and financial position and developing
operational and financial plans to address those matters, which has diverted management resources from completing tasks necessary to file the Report by the original due date of the Report.
In reliance on the SEC Order, the Company plans to file the Report by June 29, 2020, which is within the 45-day extension period allowed by
the SEC Order.
In connection with the COVID-19 pandemic, and as required by the SEC order, the Company is supplementing the risk factors previously
disclosed in “Item 1A. Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 30, 2020, with the following risk factor:
The economic impact of the COVID-19 outbreak could adversely affect our financial condition and results of operations.
The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments have ordered
non-essential businesses to close and residents to shelter in place at home. This has resulted in an unprecedented slow-down in economic activity, a related increase in unemployment and a significant decline in the value of the stock market, and
in particular, bank stocks. In response to the COVID-19 outbreak, the Federal Reserve has reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on 10- and 30-year treasury notes have declined to historic lows.
Various state governments and federal agencies are requiring lenders to provide forbearance and other relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies have encouraged financial institutions to prudently
work with affected borrowers and recently passed legislation has provided relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Certain industries have been particularly hard-hit, including the travel
and hospitality industry, the restaurant industry and the retail industry. Finally, the spread of the coronavirus has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical
participation in meetings, events and conferences. We have many employees working remotely and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and
business partners.
Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our
business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be reopened. As the result of the COVID-19 pandemic
and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:
• demand for our products and services may
decline, making it difficult to grow assets and income;
• if the economy is unable to substantially
reopen, and high levels of unemployment continue for an extended period of
time, loan delinquencies, problem assets, and foreclosures may increase,
resulting in increased charges and reduced income;
• collateral for loans, especially real
estate, may decline in value, which could cause loan losses to increase;
• our allowance for loan losses may have to be
increased if borrowers experience financial difficulties beyond forbearance
periods, which will adversely affect our net income;
• the net worth and liquidity of loan
guarantors may decline, impairing their ability to honor commitments to us;
• as the result of the decline in the Federal
Reserve Board’s target federal funds rate, the yield on our assets may decline
to a greater extent than the decline in our cost of interest-bearing
liabilities, reducing our net interest margin and spread and reducing net
income;
• our cyber security risks are increased as
the result of an increase in the number of employees working remotely;
• we rely on third party vendors for certain
services and the unavailability of a critical service due to the COVID-19
outbreak could have an adverse effect on us; and
• Federal Deposit Insurance Corporation
premiums may increase if the agency experience additional resolution costs.
Moreover, our future success and profitability substantially depends on the management skills of our executive officers and directors, many
of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our business or execute our business strategy. We may not be
successful in finding and integrating suitable successors in the event of key employee loss or unavailability.
Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of
operations and prospects.
Forward-Looking Statements
This report contains certain forward-looking statements about the Company. Forward-looking statements include statements regarding
anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs
such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include increased
competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company is engaged.
The Company undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of
this report.
SIGNATURES
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.
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BOGOTA FINANCIAL CORP.
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DATE: May 14, 2020
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By: /s/ Brian McCourt
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Brian McCourt
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Executive Vice President and Chief Financial Officer
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