UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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).
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
Bank of South Carolina Corporation (the “Company”) (NASDAQ: BKSC), the holding company parent of The Bank of South Carolina, a South Carolina-chartered commercial bank headquartered in Charleston, South Carolina, announced on August 24, 2023 that it has notified the NASDAQ Stock Market of the Company’s intent to voluntarily delist its common stock from the NASDAQ Capital Market and withdraw the registration of its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company currently anticipates that on or about September 4, 2023, it will file with the Securities and Exchange Commission (the “SEC”) a Form 25, Notification of Removal of Listing and/or Registration under Section 12(b) the Securities Exchange Act of 1934, relating to the delisting and deregistration, with the delisting of its common stock taking effect no earlier than ten days thereafter. As a result, the Company currently expects that the last trading day of its common stock on the Nasdaq Capital Market will be on or about September 14, 2023, after which it anticipates its shares will be quoted on the OTCQX Market under the symbol “BKSC” commencing on or about September 15, 2023.
Subsequent to the delisting of its common stock from the NASDAQ Capital Market, the Company intends to file a Form 15 with the SEC, however, the Company can offer no assurances as to when such filing to terminate the registration of its common stock under the Exchange Act will be effective.
These actions were authorized and approved by the Company’s Board of Directors on August 24, 2023.
A copy of the Company’s press release, dated August 24, 2023, announcing its intention to voluntarily delist from the NASDAQ Capital Market and withdraw the registration of its common stock under Section 12(b) of the Exchange Act is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibit is filed as part of this report |
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Exhibit 99.1 |
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Exhibit 104 |
Cover Page Interactive Data File (embedded within the online XBRL document) |
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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Bank of South Carolina Corporation |
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(Registrant) |
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Date: August 24, 2023 |
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By: |
/s/ Eugene H. Walpole, IV |
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Eugene H. Walpole, IV |
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Chief Financial Officer |
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Executive Vice President |