ALAMOGORDO, N.M., Aug.
14, 2020 /PRNewswire/ -- Bancorp 34, Inc. (the "Company")
(NASDAQ: BCTF), the holding company for Bank 34, announced today
that it has notified the NASDAQ Stock Market of the Company's
intent to voluntarily delist its common stock from the NASDAQ
Capital Market. The Company further intends to withdraw the
registration of its common stock with the U.S. Securities and
Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). In addition, the
Company has adopted a stock repurchase program for a total purchase
price not to exceed $600,000.
DELISTING AND DEREGISTRATION
The Company intends to file a Form 25 with the SEC to remove its
common stock from listing on the NASDAQ Capital Market and to
deregister its stock under Section 12(b) of the Exchange Act on or
about August 25, 2020. The Company
expects the last trading day of its shares of common stock on the
NASDAQ Capital Market will be on or about August 25, 2020.
The Company intends to file a Form 15 with the SEC on or about
September 4, 2020 to terminate the
registration of its common stock under section 12(g) of the
Exchange Act. The obligation of the Company to file periodic
reports with the SEC, including reports on Forms 10-K, 10-Q and
8-K, will be suspended immediately upon filing of the Form 15. Once
the Form 15 is effective, which is expected to occur within 90 days
of filing, the Company will no longer be a public reporting company
and its obligations to file proxy materials and other reports with
the SEC will also be suspended. The Company has applied to have its
shares quoted on the OTCQB Market following NASDAQ delisting.
As a savings and loan holding company, the Company is eligible
to deregister with the SEC because it has fewer than 1,200
shareholders of record. The decision of the Company's board of
directors to delist and deregister its common stock was based on
numerous factors, including the significant cost savings of no
longer filing periodic reports with the SEC, as well as reductions
in accounting fees, legal fees and other costs. The Company's
financial statements will continue to be audited by an independent
accounting firm and the Company intends to publish quarterly and
annual financial information via press releases or by postings on
Bank 34's website (www.bank34online.com). Bank 34 will continue to
report detailed quarterly financial results to its primary federal
regulator, which are publicly available on the FDIC's website
(www.fdic.gov).
STOCK REPURCHASE
The Board of Directors has adopted a stock repurchase
program. Under the repurchase program, the Company may
repurchase common stock for a total purchase cost not to exceed
$600,000. Repurchases will be
made consistent with the Company's trading policies. The
timing and amount of share repurchases under the repurchase program
may be suspended, terminated or modified by the Company at any time
for any reason, including market conditions, the cost of
repurchasing shares, the availability of alternative investment
opportunities, liquidity, and other factors deemed appropriate.
These factors may also affect the timing and amount of share
repurchases. The Company is not obligated to repurchase any
particular number of shares or any shares in any specific time
period.
About the Company
Bancorp 34, Inc. is the holding
company for Bank 34. Bank 34 has four full-service community
bank branches, one each in Otero
and Dona Ana Counties in the
cities of Alamogordo and
Las Cruces in southern
New Mexico and two in Maricopa County, Arizona in the cities of
Scottsdale and Peoria. At
June 30, 2020, the Company had
consolidated assets of $458.0 million
and stockholders' equity of $45.6
million.
Forward-Looking Statements
Certain statements herein
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements
may be identified by words such as "believes," "will," "expects,"
"project," "may," "could," "developments," "strategic,"
"launching," "opportunities," "anticipates," "estimates,"
"intends," "plans," "targets" and similar expressions. These
statements are based upon the current beliefs and expectations of
the Company's management and are subject to significant risks and
uncertainties. Actual results may differ materially from those set
forth in the forward-looking statements as a result of numerous
factors. Factors that could cause such differences to exist
include, but are not limited to, general economic conditions,
changes in interest rates, the effects of any health pandemic,
regulatory considerations, competition and the other risks
described in the Company's Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q as filed with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
of this release. Forward-looking statements speak only as of
the date they are made, and we assume no obligation to update any
of these statements in light of new information, future events or
otherwise unless required under federal securities laws.
Contact: Jan R. Thiry
EVP/Chief Financial Officer
623.777.0570
BCTF@Bank34.com
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SOURCE Bancorp 34, Inc.