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): May 20, 2024

BROADWAY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
001-39043
95-4547287
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

4601 Wilshire Boulevard, Suite 150, Los Angeles, CA
 
90010
(Address of principal executive offices)
 
(Zip Code)

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 (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:

Title of each class
 
Trading
symbol(s)
 
Name of each exchange on
which registered
Class A Common Stock, par value $0.01 per share (including attached preferred stock purchase rights)
 
BYFC
 
Nasdaq Capital Market

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 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 14, 2024, Broadway Financial Corporation (the “Company”), received a Staff Delisting Determination letter (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq has initiated a process which could result in the delisting of the Company’s securities from Nasdaq as a result of the Company not being in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires listed companies to file in a timely manner all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
 
The Staff Determination was issued because the Company had not filed its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Q3 2023 Form 10-Q”), or its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”).  In light of materials submitted by the Company to Nasdaq on January 11, 2024 and May 1, 2024, the Nasdaq Staff granted the Company an exception until May 13, 2024, to regain compliance with the Listing Rule, but the Company did not meet the terms of this exception. The Company intends to appeal the Staff Determination before a Nasdaq Hearing Panel and seek a further stay of any suspension or delisting action pending the hearing process in accordance with the procedures set forth in the Staff Determination Letter.
 
By way of background and as previously disclosed, on November 16, 2023, the Company received a notice (the “November Notice”) from Nasdaq indicating that, as a result of not having filed the Q3 2023 Form 10-Qwith the SEC on time, the Company was not in compliance with the Listing Rule.  The November Notice indicated that under Nasdaq Listing Rules, the Company had 60 calendar days to submit a plan to regain compliance with the Listing Rule. Nasdaq accepted the Company’s plan and granted an exception of 180 calendar days from the filing date for the Form 10-Q to regain compliance.
   
Subsequently, on April 18, 2024, the Company received a notice (the “April Notice”) from the Listing Qualifications Department of Nasdaq advising the Company that due to the Company’s failure to timely file the 2023 Form 10-K with the SEC, the Company was not in compliance with the Listing Rule.

By way of additional background, on May 16, 2024, the Company filed a Notification of Late Filing on Form 12b-25 to disclose that the Company had been unable to file in a timely manner its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Q1 2024 Form 10-Q").
 
As of the close of business on May 20, 2024, the Company had filed the Q3 2023 Form 10-Q and the 2023 Form 10-K, but had not yet filed the Q1 2024 Form 10-Q.  Following the filing of the Q3 2023 Form 10-Q and the 2023 Form 10-K, Nasdaq provided the Company with a letter stating that we had achieved compliance with the Listing Rule with respect to the Q3 2023 Form 10-Q and the 2023 Form 10-K.  The Company is working diligently to file the delinquent periodic report as soon as possible to regain full compliance with the Listing Rule.

Forward Looking Statement.

This report includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including statements regarding the filing of our Q1 2024 Form 10-Q, our intention to appeal the Staff Determination, and the outcome of our appeal. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual outcomes to differ materially from the outcomes expressed or implied by this report. Such risks include, among others, the possibility of unanticipated delays that will prevent the filing of the Company’s SEC filings, the risk that the work necessary to complete the filings is greater than anticipated or may involve the resolution of additional issues identified during the review process, including the possibility that the ongoing evaluation may identify control deficiencies, misstatements, or other errors in the Company’s accounting practices, the outcome of the Company’s appeal of the Staff Determination, the risk that the Company may not respond adequately to further inquiries from Nasdaq relating to the appeal, and the risk that Nasdaq will not accept any plan to regain compliance and will delist the Company's common stock. All such factors are difficult to predict and may be beyond the Company’s control. The Company undertakes no obligation and does not intend to update or revise any forward-looking statements contained herein, except as required by law or regulation. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
 
Item 7.01
Regulation FD Disclosure

A press release dated May 20, 2024, disclosing the Company’s receipt of the Staff Determination referenced above, is attached hereto as Exhibit 99.1.

The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01
Financial Statements and Exhibits

(d)
Exhibits

Exhibit Number
Description
   
Press Release dated May 20, 2024
   
104
Cover Page Interactive Data File (formatted as Inline XBRL)
 

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.

BROADWAY FINANCIAL CORPORATION
 
   
By:
/s/ Brenda J. Battey
 
 
Brenda J. Battey
 
 
Executive Vice President and Chief Financial Officer
 
   
Date: May 20, 2024
 




Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Broadway Financial Corporation Announces Notification from Nasdaq regarding late filing of Form 10-Q and Form 10-K

LOS ANGELES, CA – (BUSINESS WIRE) – May 20, 2024  – Broadway Financial Corporation (“Broadway,” “we”, or the “Company”) (Nasdaq Stock Market: BYFC), parent company of City First Bank, National Association, announced today it  received a Staff Delisting Determination letter (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on May 14, 2024 notifying the Company that Nasdaq has initiated a process which could result in the delisting of the Company’s securities from Nasdaq as a result of the Company's not being in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).

The Staff Determination was issued because the Company had not filed its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Q3 2023 Form 10-Q”), or its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”).  In light of materials submitted by the Company to Nasdaq on January 11, 2024 and May 1, 2024, the Nasdaq Staff granted the Company an exception until May 13, 2024, to regain compliance with the Listing Rule.
 
The Company has been in communication with the Nasdaq and intends to appeal the Staff Determination before a Nasdaq Hearing Panel and seek a further stay of any suspension or delisting action pending the hearing process in accordance with the procedures set forth in the Staff Determination Letter.

As of the close of business on May 20, 2024, the Company had filed the Q3 2023 Form 10-Q and the 2023 Form 10-K, but had not yet filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. Following the filing of the Q3 2023 Form 10-Q and the 2023 Form 10-K, Nasdaq provided the Company with a letter stating that we had achieved compliance with the Listing Rule with respect to the Q3 2023 Form 10-Q and the 2023 Form 10-K.  The Company is working diligently to file the delinquent periodic report as soon as possible to regain full compliance with the Listing Rule.


About Broadway Financial Corporation

Broadway Financial Corporation conducts its operations through its wholly-owned banking subsidiary, City First Bank, National Association, which is a leading community-oriented bank in Southern California and in the Washington, D.C. market serving low-to-moderate income communities.  We offer a variety of residential and commercial real estate loan products for consumers, businesses, and non-profit organizations, other loan products, and a variety of deposit products, including checking, savings, and money market accounts, certificates of deposits, and retirement accounts.

Stockholders, analysts, and others seeking information about the Company are invited to write to: Broadway Financial Corporation, Investor Relations, 4601 Wilshire Boulevard, Suite 150, Los Angeles, CA 90010 or contact Investor Relations at the phone number or email address below.

Contacts

Investor Relations
Brenda J. Battey, Chief Financial Officer, (323) 556-3264
Investor.relations@cityfirstbroadway.com


Cautionary Statement Regarding Forward-Looking Information
 
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.  All statements other than statements of historical facts contained in this press release, including statements regarding the filing of our Q1 2024 Form 10-Q, our intention to appeal the Staff Determination, and the outcome of our appeal, are forward-looking statements.  Forward‑looking statements typically include the words “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “poised,” “optimistic,” “prospects,” “ability,” “looking,” “forward,” “invest,” “grow,” “improve,” “deliver” and similar expressions, but the absence of such words or expressions does not mean a statement is not forward-looking.  These forward‑looking statements are subject to risks and uncertainties, including those identified below, which could cause actual future results to differ materially from historical results or from those anticipated or implied by such statements.  Readers should not place undue reliance on these forward‑looking statements, which speak only as of their dates or, if no date is provided, then as of the date of this press release.  We undertake no obligation to update or revise any forward‑looking statements, whether as a result of new information, future events, or otherwise, except to the extent required by law.  The following factors, among others, could cause future results to differ materially from historical results or from those indicated by forward‑looking statements included in this press release: the possibility of unanticipated delays that will prevent the filing of the Company’s SEC filings, the risk that the work necessary to complete the filings is greater than anticipated or may involve the resolution of additional issues identified during the review process, the outcome of the Company’s appeal of the Staff Determination, the risk that the Company may not respond adequately to further inquiries from Nasdaq relating to the appeal, and the risk that Nasdaq will not accept any plan to regain compliance and will delist the Company's common stock.  Other risks that could cause these differences include, but are not limited to: (1) the level of demand for mortgage and commercial loans, which is affected by such external factors as general economic conditions, market interest rate levels, tax laws, and the demographics of our lending markets; (2) the direction and magnitude of changes in interest rates and the relationship between market interest rates and the yield on our interest‑earning assets and the cost of our interest‑bearing liabilities; (3) the rate and amount of loan losses incurred and projected to be incurred by us, increases in the amounts of our nonperforming assets, the level of our loss reserves and management’s judgments regarding the collectability of loans; (4) changes in the regulation of lending and deposit operations or other regulatory actions, whether industry-wide or focused on our operations, including increases in capital requirements or directives to increase loan loss allowances or make other changes in our business operations; (5) legislative or regulatory changes, including those that may be implemented by the current administration in Washington, D.C. and the Federal Reserve Board; (6) possible adverse rulings, judgments, settlements and other outcomes of litigation; (7) actions undertaken by both current and potential new competitors; (8) the possibility of adverse trends in property values or economic trends in the residential and commercial real estate markets in which we compete; (9) the effect of changes in economic conditions; (10) the effect of geopolitical uncertainties; (11) the discontinuation of LIBOR as an interest rate benchmark; (12) the impact of COVID-19 or other health crises on our future financial condition and operations; (13) the impact of recent volatility in the banking sector due to the failure of certain banks due to high levels of exposure to liquidity risk, interest rate risk, uninsured deposits and cryptocurrency risk; and (14) other risks and uncertainties.  All such factors are difficult to predict and are beyond our control.  Additional factors that could cause results to differ materially from those described above can be found in our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K or other filings made with the SEC and are available on our website at http://www.cityfirstbank.com and on the SEC’s website at http://www.sec.gov.

Forward-looking statements in this press release speak only as of the date they are made, and we undertake no obligation, and do not intend, to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release, except to the extent required by law.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
 


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May 20, 2024
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Entity File Number 001-39043
Entity Registrant Name BROADWAY FINANCIAL CORPORATION
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Entity Address, Address Line One 4601 Wilshire Boulevard, Suite 150
Entity Address, City or Town Los Angeles
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90010
City Area Code 323
Local Phone Number 634-1700
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Trading Symbol BYFC
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