0000943374-20-000023.txt : 20200114 0000943374-20-000023.hdr.sgml : 20200114 20200114170716 ACCESSION NUMBER: 0000943374-20-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200114 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200114 DATE AS OF CHANGE: 20200114 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: 20526580 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 14, 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 [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

On January 14, 2020, Bogota Financial Corp. (the “Company”) announced that all regulatory approvals required for the completion of the Company’s minority stock offering have been received and that the Company expects to close the offering on January 15, 2020.  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 14, 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 14, 2020
By:       /s/ Joseph Coccaro
 
Joseph Coccaro
 
President and Chief Executive Officer



EX-99.1 2 ex99-1.htm EXHIBIT 99.1 - PRESS RELEASE DATED JANUARY 14, 2020
Exhibit 99.1


FOR IMMEDIATE RELEASE

CONTACT:   Joseph Coccaro – President and CEO
Telephone:     (201) 862-0660 ext. 1110


BOGOTA FINANCIAL CORP. ANNOUNCES
RESULTS OF STOCK OFFERING AND EXPECTED CLOSING DATE

Teaneck, New Jersey, January 14, 2020 – Bogota Financial Corp. (the “Company”), the holding company for Bogota Savings Bank, announced today that the Company has received all regulatory approvals required for the completion of the Company’s minority stock offering and expects to close the offering on January 15, 2020.

    A total of 5,657,735 shares of the Company’s common stock are expected to be sold in the offering at a price of $10.00 per share.  The Company will also contribute 263,150 shares of common stock and $250,000 in cash to the Bogota Savings Bank Charitable Foundation. Upon closing, 13,157,525 shares of the Company’s common stock will be outstanding, including 7,236,640 shares that will be to Bogota Financial, MHC. Bogota Savings Bank’s employee stock ownership plan intends to own 3.92% of the Company’s outstanding shares of common stock. Accordingly, the employee stock ownership plan intends to purchase up to 515,775 shares of Company common stock in the open market.

The offering was oversubscribed by eligible depositors of Bogota Savings Bank having a first-tier priority under the Company’s Plan of Reorganization and Minority Stock Issuance (i.e., depositors with a qualifying deposit as of December 31, 2017). Accordingly, shares will be allocated to valid orders received from those depositors in accordance with the terms of the Plan of Reorganization, as described in the Company’s Prospectus. Any other orders received in the subscription offering will not be filled. Persons wishing to confirm their stock allocations may contact the Stock Information Center at (201) 212-6308, which will be open from 10:00 a.m. to 4:00 p.m., Eastern Time, beginning on January 14, 2020.

Shares of the Company’s common stock are expected to begin trading on January 16, 2020 on the Nasdaq Capital Market under the trading symbol “BSBK.” The Company’s transfer agent, Continental Stock Transfer & Trust Company, expects to mail Direct Registration Statements reflecting the shares purchased in the stock offering, a check for any interest due on funds submitted and, if any subscription was not filled in full, any refund due on or about January 16, 2020.

Piper Sandler acted as marketing agent for the Company in connection with the stock offering. Luse Gorman, PC acted as legal counsel to the Company and Bogota Savings Bank.  Goodwin Procter LLP acted as legal counsel to Piper Sandler.


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.