Form 8-K - Current report

0001007273false00010072732023-08-242023-08-24

 

 

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): August 24, 2023   Bank of South Carolina Corporation
(Exact name of registrant as specified in its charter)
South Carolina	0-27702		57-1021355
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
256 Meeting Street Charleston, SC 29401
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code		[phone]
(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
Common stock		BKSC		The 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

 

Bank of South Carolina Corporation (the “Company”) (NASDAQ: BKSC), the holding company parent of The Bank of South Carolina, a South Carolina-chartered commercial bank headquartered in Charleston, South Carolina, announced on August 24, 2023 that it has notified the NASDAQ Stock Market of the Company’s intent to voluntarily delist its common stock from the NASDAQ Capital Market and withdraw the registration of its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company currently anticipates that on or about September 4, 2023, it will file with the Securities and Exchange Commission (the “SEC”) a Form 25, Notification of Removal of Listing and/or Registration under Section 12(b) the Securities Exchange Act of 1934, relating to the delisting and deregistration, with the delisting of its common stock taking effect no earlier than ten days thereafter. As a result, the Company currently expects that the last trading day of its common stock on the Nasdaq Capital Market will be on or about September 14, 2023, after which it anticipates its shares will be quoted on the OTCQX Market under the symbol “BKSC” commencing on or about September 15, 2023.

Subsequent to the delisting of its common stock from the NASDAQ Capital Market, the Company intends to file a Form 15 with the SEC, however, the Company can offer no assurances as to when such filing to terminate the registration of its common stock under the Exchange Act will be effective.

These actions were authorized and approved by the Company’s Board of Directors on August 24, 2023.

A copy of the Company’s press release, dated August 24, 2023, announcing its intention to voluntarily delist from the NASDAQ Capital Market and withdraw the registration of its common stock under Section 12(b) of the Exchange Act is filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following Exhibit is filed as part of this report
Exhibit 99.1	Press release dated August 24, 2023
Exhibit 104	Cover Page Interactive Data File (embedded within the online 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.

 

 

 

	Bank of South Carolina Corporation
	(Registrant)
	Date: August 24, 2023
By:	/s/ Eugene H. Walpole, IV
	Eugene H. Walpole, IV
	Chief Financial Officer
	Executive Vice President

 

---

Exhibit 99.1 

Bank of South Carolina Corporation Announces Voluntary NASDAQ Delisting and SEC Deregistration

CHARLESTON, S.C., Aug. 24, 2023 /PRNewswire/ -- Today, the Board of Directors of Bank of South Carolina Corporation, (NASDAQ: BKSC) (the "Company") the parent company for The Bank of South Carolina (the "Bank"), announced 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"). 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 September 4, 2023. The Company expects the last trading day of its shares of common stock on the NASDAQ Capital Market will be on or about September 14, 2023. Subsequent to the delisting of its common stock from the NASDAQ Capital Market, the Company intends to file a Form 15 with the SEC, however, the Company can offer no assurances as to when such filing to terminate the registration of its common stock under the Exchange Act will be effective.

The Company has taken steps to cause its shares to be quoted on the OTCQX Market under the symbol "BKSC" beginning on or about September 15, 2023 and expects that its transition to the OTCQX will not create any disruption in trading.

Fleetwood S. Hassell, President and Chief Executive Officer, stated, "Much consideration was given to today's decision to change trading platforms and no longer be an SEC registrant. We have been advised that these actions should have no negative impact on the trading of our stock, but they will most certainly result in significant cost savings for the Company. We believe this affirms our continued commitment to providing and increasing shareholder value."

As a bank holding company, the Company is eligible to deregister with the SEC because it has fewer than 1,200 shareholders of record. The decision by 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, audit, legal 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 the OTCQX website (www.otcmarkets.com/home) and the Bank's website (www.banksc.com). The Bank will also continue to report detailed quarterly financial reports to its primary federal regulator, which are publicly available.

About Bank of South Carolina Corporation

The Bank of South Carolina Corporation is the holding company of The Bank of South Carolina. The Bank is a South Carolina state-chartered bank with offices in Charleston, North Charleston, Summerville, Mt. Pleasant, James Island, and the West Ashley community and has been in continuous operation since 1987. Our website is www.banksc.com. Bank of South Carolina Corporation currently trades its common stock on the NASDAQ stock market under the symbol "BKSC".

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, 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: Eugene H. Walpole, IV, Executive Vice President and Chief Financial Officer, [phone]

Document and Entity Information	Aug. 24, 2023
Cover [Abstract]
Document Type	8-K
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false
Document Period End Date	Aug. 24, 2023
Entity Registrant Name	Bank of South Carolina Corporation
Entity Incorporation, State or Country Code	SC
Entity Central Index Key	0001007273
Securities Act File Number	0-27702
Entity Tax Identification Number	57-1021355
Entity Emerging Growth Company	false
Entity Address, Address Line One	256 Meeting Street
Entity Address, City or Town	Charleston
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29401
City Area Code	843
Local Phone Number	724-1500
Title of 12(b) Security	Common stock
Trading Symbol	BKSC
Security Exchange Name	NASDAQ

---