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):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant's telephone number, including area code)
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:
| 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 |
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
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.
On August 16, 2019, Hanmi Financial Corporation (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that Nasdaq has determined that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2019 (“Form 10-Q”) with the Securities and Exchange Commission.
Under the Nasdaq Listing Rules, the Company must file its Form 10-Q or submit a plan to Nasdaq to regain compliance by October 15, 2019. The Company expects to file its Form 10-Q by October 15, 2019. If the Company is unable to file its Form 10-Q prior to October 15, 2019, the Company intends to submit a compliance plan on or prior to that date. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the filing’s due date to regain compliance. The Company may regain compliance at any time during the 180-day period upon filing with the SEC its Form 10-Q, and any subsequent periodic filing that is due within the 180-day period.
On August 22, 2019, the Company issued a press release announcing that, on August 16, 2019, it received a letter from the Listing Qualifications Department of Nasdaq with respect to its failure to timely file its Form 10-Q.
The information provided in Item 7.01 of this report, including Exhibit 99.1, shall not be deemed “filed” for any purpose, nor shall the information or Exhibit 99.1 be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Form 8-K and the press release attached as an exhibit hereto, this Form 8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 22, 2019 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline 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.
| HANMI FINANCIAL CORPORATION | ||
| Date: August 22, 2019 | By: | /s/ Bonita I. Lee |
| Bonita I. Lee | ||
| President and Chief Executive Officer | ||
EXHIBIT 99.1
Hanmi Receives NASDAQ Notification of Non-Compliance Related to Delayed Filing of Quarterly Report on Form 10-Q for the Period Ended June 30, 2019
LOS ANGELES, Aug. 22, 2019 (GLOBE NEWSWIRE) -- Hanmi Financial Corporation (NASDAQ: HAFC) (“Hanmi”), the holding company for Hanmi Bank, announced today that it received a notification letter dated August 16, 2019 from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, as a result of not having timely filed its quarterly report on Form 10-Q for the period ended June 30, 2019, Hanmi no longer complies with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the Securities and Exchange Commission.
Under Nasdaq’s listing rules, the Company has 60 calendar days from the date of the notice, or October 15, 2019, to file its Form 10-Q or submit a plan to Nasdaq to regain compliance. If the plan is accepted by Nasdaq, Hanmi can be granted up to 180 calendar days from the Form 10-Q’s due date (as extended by Rule 12b-25 under the Securities Exchange Act of 1934) to regain compliance. The Company expects to file its Form 10-Q within the 60 calendar day period. If Hanmi is unable to file its Form 10-Q prior to October 15, 2019, Hanmi intends to submit a compliance plan on or prior to that date.
About Hanmi Financial Corporation
Headquartered in Los Angeles, California, Hanmi Financial Corporation owns Hanmi Bank, which serves multi-ethnic communities through its network of 35 full-service branches and 9 loan production offices in California, Texas, Illinois, Virginia, New Jersey, New York, Colorado, Washington and Georgia. Hanmi Bank specializes in real estate, commercial, SBA and trade finance lending to small and middle market businesses. Additional information is available at www.hanmi.com.
Forward-Looking Statements
This press release contains forward-looking statements, which are included in accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. All statements other than statements of historical fact are “forward–looking statements” for purposes of federal and state securities laws, including, but not limited to, statements about our ability to file our Form 10-Q for the period ended June 30, 2019 within the time period required by Nasdaq, anticipated future operating and financial performance, financial position and liquidity, business strategies, regulatory and competitive outlook, investment and expenditure plans, capital and financing needs and availability, plans and objectives of management for future operations, developments regarding our capital plans, strategic alternatives for a possible business combination, merger or sale transaction, and other similar forecasts and statements of expectation and statements of assumption underlying any of the foregoing. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ from those expressed or implied by the forward-looking statement. These factors include the following: failure to maintain adequate levels of capital and liquidity to support our operations; the effect of potential future supervisory action against us or Hanmi Bank; general economic and business conditions internationally, nationally and in those areas in which we operate; volatility and deterioration in the credit and equity markets; changes in consumer spending, borrowing and savings habits; availability of capital from private and government sources; demographic changes; competition for loans and deposits and failure to attract or retain loans and deposits; fluctuations in interest rates and a decline in the level of our interest rate spread; risks of natural disasters related to our real estate portfolio; risks associated with Small Business Administration loans; failure to attract or retain key employees; changes in governmental regulation, including, but not limited to, any increase in FDIC insurance premiums; ability of Hanmi Bank to make distributions to Hanmi Financial Corporation, which is restricted by certain factors, including Hanmi Bank’s retained earnings, net income, prior distributions made, and certain other financial tests; ability to identify a suitable strategic partner or to consummate a strategic transaction; adequacy of our allowance for loan and lease losses; credit quality and the effect of credit quality on our provision for loan and lease losses and allowance for loan and lease losses; changes in the financial performance and/or condition of our borrowers and the ability of our borrowers to perform under the terms of their loans and other terms of credit agreements; our ability to control expenses; and changes in securities markets. In addition, we set forth certain risks in our reports filed with the U.S. Securities and Exchange Commission, including, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018, our Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K that we will file hereafter, which could cause actual results to differ from those projected. We undertake no obligation to update such forward-looking statements except as required by law.
Contact:
Romolo (Ron) Santarosa
Senior Executive Vice President & Chief Financial Officer
213-427-5636
Lasse Glassen
Investor Relations / Addo Investor Relations
310-829-5400
Cover |
Aug. 16, 2019 |
|---|---|
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Aug. 16, 2019 |
| Entity File Number | 000-30421 |
| Entity Registrant Name | HANMI FINANCIAL CORPORATION |
| Entity Central Index Key | 0001109242 |
| Entity Tax Identification Number | 95-4788120 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 3660 Wilshire Boulevard, PH-A |
| Entity Address, City or Town | Los Angeles |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 90010 |
| City Area Code | 213 |
| Local Phone Number | 382-2200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | HAFC |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Elected Not To Use the Extended Transition Period | false |