Form 8-K - Current report

---

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 22, 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: [phone]

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 22, 2024, Broadway Financial Corporation (the “Company”), received written notice (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq it is not in compliance with the periodic financial reporting requirements set forth in Nasdaq Listing Rule 5250(c)(1) (the “Rule 5250(c)(1)”) for continued listing on The Nasdaq Capital Market because its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”) was not filed within the time period prescribed by Securities and Exchange Commission rules.

The letter was issued because the Company had not filed its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the “Quarterly Report”).  Under Nasdaq’s Listing Rules, the Company must submit a plan to regain compliance to Nasdaq within 60 calendar days of the date of the letter.  If Broadway’s plan is accepted, then Nasdaq can grant an exception of up to 180 calendar days from the date that the Form 10-Q should have been filed, or November 18, 2024.  Nasdaq’s Listing Rules also require that the Company make a public announcement disclosing receipt of the notification letter by issuing a press release within four business days of the date of that letter

 

On May 24, 2024, the Company filed the Form 10-Q for the period ended March 31, 2024.

 

Item 7.01 Regulation FD Disclosure

 

A press release dated May 29, 2024, disclosing the Company’s receipt of the Notification Letter 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
99.1		Press Release dated May 29, 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/ Zack Ibrahim
	Zack Ibrahim
	Executive Vice President and Chief Financial Officer

 

Date: May 29, 2024

---

---

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

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

LOS ANGELES, CA – (BUSINESS WIRE) – May 29, 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 letter from the Nasdaq Stock Market LLC (“Nasdaq”), dated May 22, 2024, informing the Company that it no longer complies with Nasdaq Listing Rule 5250(c)(1) (“Rule 5250(c)(1)”) because Broadway had not filed its Form 10-Q for the period ended March 31, 2024 (the “Form 10-Q”) by the time period prescribed by Securities and Exchange Commission rules.

Under Nasdaq’s Listing Rules, the Company must submit a plan to regain compliance to Nasdaq within 60 calendar days of the date of the letter.  If Broadway’s plan is accepted, then Nasdaq can grant an exception of up to 180 calendar days from the date that the Form 10-Q should have been filed, or November 18, 2024.  Nasdaq’s Listing Rules also require that the Company make a public announcement disclosing receipt of the notification letter by issuing a press release within four business days of the date of that letter.

On May 24, 2024, the Company filed the Form 10-Q for the period ended March 31, 2024.

Additional information about the notification letter from Nasdaq, dated May 22, 2024, can be found in the Company’s Form 8-K filed with the SEC on May 29, 2024, which is available free of charge at the SEC’s website, www.sec.gov.

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

Zack Ibrahim, Chief Financial Officer, [phone]

[e-mail]

---

Document and Entity Information	May 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 22, 2024
Entity File Number	001-39043
Entity Registrant Name	BROADWAY FINANCIAL CORPORATION
Entity Central Index Key	0001001171
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-4547287
Entity Address, Address Line One	4601 Wilshire Boulevard
Entity Address, Address Line Two	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
Title of 12(b) Security	Class A Common Stock, par value $0.01 per share (including attached preferred stock purchase rights)
Trading Symbol	BYFC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

---