0000943374-20-000010.txt : 20200107 0000943374-20-000010.hdr.sgml : 20200107 20200106180825 ACCESSION NUMBER: 0000943374-20-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200106 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200107 DATE AS OF CHANGE: 20200106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bogota Financial Corp. CENTRAL INDEX KEY: 0001787414 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-233680 FILM NUMBER: 20511429 BUSINESS ADDRESS: STREET 1: 819 TEANECK ROAD CITY: TEANECK STATE: NJ ZIP: 07666 BUSINESS PHONE: 201-862-0660 MAIL ADDRESS: STREET 1: 819 TEANECK ROAD CITY: TEANECK STATE: NJ ZIP: 07666 8-K 1 form8k.htm
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): January 6, 2020

Bogota Financial Corp.
(Exact Name of Registrant as Specified in Charter)

Maryland
    
333-227266
  
84-3501231
(State or Other Jurisdiction
    
(Commission File No.)
  
(I.R.S. Employer
of Incorporation)
    
Identification No.)
   
 
819 Teaneck Road, Teaneck, New Jersey
  
07666
 
(Address of Principal Executive Offices)
  
(Zip Code)


Registrant's telephone number, including area code:    (201) 862-0660

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:

None

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. ☐
Item 8.01     Other Events

On January 6, 2020, Bogota Financial Corp. (the “Company”), the proposed mid-tier holding company for Bogota Savings Bank (the “Bank”), announced the approval by the Bank’s depositors of the Plan of Reorganization and Minority Stock Issuance of the Bank and the contribution to Bogota Savings Bank Charitable Foundation.  The Company also announced preliminary results of the related subscription offering.

A copy of the press release is included herein as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits

(a)
Financial Statements of Businesses Acquired.  Not applicable.

(b)
Pro Forma Financial Information.  Not applicable.

(c)
Shell Company Transactions.  Not applicable.

(d)
Exhibits.

Exhibit No.
Description
   
Press Release dated January 6, 2020

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.


 
BOGOTA FINANCIAL CORP.
   
   
   
DATE: January 7, 2020
By:       /s/ Brian McCourt
 
Brian McCourt
 
Executive Vice President and Chief Executive Officer


EX-99.1 2 ex99-1.htm EXHIBIT 99.1 - PRESS RELEASE DATED JANUARY 6, 2020
Exhibit 99.1



FOR IMMEDIATE RELEASE

CONTACT:   Joseph Coccaro – President and CEO
Telephone:     (201) 862-0660

BOGOTA FINANCIAL CORP. ANNOUNCES RESULTS OF
DEPOSITOR VOTE AND STOCK OFFERING

Teaneck, New Jersey, January 6, 2020 – Bogota Financial Corp. (the “Company”) announced that the depositors of Bogota Savings Bank (the “Bank”) approved the plan of reorganization and minority stock issuance pursuant to which the Bank will reorganize into the two-tier mutual holding company structure.  The Company also announced that the Bank’s depositors approved the contribution to the Bogota Savings Bank Charitable Foundation in connection with the reorganization.

In addition, the Company announced that in the subscription offering that closed on December 12, 2019, the Company received orders in excess of the adjusted maximum of the offering range (5,657,735 shares).  The number of shares to be sold in connection with the stock offering will be based on a final appraisal and receipt of final regulatory approvals.  The Company is currently processing orders and will provide further information as soon as it is available.

The Company currently expects to close the reorganization and stock offering in mid-January 2020 and will begin trading the following business day on the Nasdaq Capital Market under the symbol “BSBK.”

About Bogota Savings Bank

Bogota Savings Bank has served the banking needs of its customers in northern and central New Jersey since 1893. It operates from two offices located in Bogota and Teaneck, New Jersey. At September 30, 2019, the Bank had total assets of $665.6 million, total deposits of $474.4 million and total equity of $74.1 million.

Forward-Looking Statements

This press release contains forward-looking statements about the offering.  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 delays in consummation of the offering, delays in receiving final regulatory approvals, 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 Bank is engaged.




A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission.  This press release is neither an offer to sell nor a solicitation of an offer to buy common stock.  The offer will be made only by means of the written prospectus forming part of the registration statement.

The shares of common stock are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.