Attached files
| file | filename |
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| EX-99.2 - EXHIBIT 99.2 - BROADWAY FINANCIAL CORP \DE\ | brhc10025550_ex99-2.htm |
| EX-99.1 - EXHIBIT 99.1 - BROADWAY FINANCIAL CORP \DE\ | brhc10025550_ex99-1.htm |
| EX-23.1 - EXHIBIT 23.1 - BROADWAY FINANCIAL CORP \DE\ | brhc10025550_ex23-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 1
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2021
BROADWAY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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001-39043
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95-4547287
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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5055 Wilshire Boulevard Suite 500, Los Angeles, California
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90036
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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: (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:
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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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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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Class A Common Stock, par value $0.01 per share (including attached preferred stock purchase rights)
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BYFC
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 8.01 |
Other Events.
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On April 1, 2021, Broadway Financial Corporation (“Broadway” or the “Company”) (NASDAQ Capital Market: BYFC), announced that Broadway and CFBanc Corporation (“CFBanc”) completed merger of equals. In that filing, Broadway indicated that it would
amend the Form 8-K at a later date to include the financial information required by Item 9.01 of Form 8-K. This amendment to Broadway’s April 1, 2021 Form 8-K is being filed to provide such financial information, which is attached to this report as
Exhibits 99.1 and 99.2.
| Item 9.01 |
Financial Statements and Exhibits.
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(a)
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Financial statements of businesses acquired.
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The audited consolidated balance sheets of CFBanc Corporation and Subsidiaries as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of
the two years in the period ended December 31, 2020, and the related notes and report of independent auditors thereto, are attached hereto as Exhibit 99.1 and incorporated by reference herein (collectively, the “CFBanc Audited Information”).
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(b)
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Pro forma financial information.
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Broadway and CFBanc unaudited pro forma condensed combined balance sheet as of December 31, 2020, and the unaudited pro forma condensed combined statements of income for the year ended December 31, 2020, and the related notes to the unaudited pro
forma condensed combined financial information, are attached hereto as Exhibit 99.2 and incorporated by reference herein (collectively, the “Broadway-CFBanc Pro Forma Financial Information”).
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(c)
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Exhibits
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Exhibit
No.
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Description of Exhibit
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Consent of BDO USA, LLP.
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CFBanc Audited Information.
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Broadway-CFBanc Pro Forma Financial Information.
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SIGNATURE
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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Date: June 15, 2021
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BROADWAY FINANCIAL CORPORATION
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By:
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/s/ Brenda J. Battey
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Name: Brenda J. Battey
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Title: Chief Financial Officer
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