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): April 18, 2024

BROADWAY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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).

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Item 3.01

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

On April 18, 2024, Broadway Financial Corporation (the “Company”) received written notice (the “Notification Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that is it not in compliance with the periodic financial reporting requirements set forth in Nasdaq Listing Rule 5250(c)(1) (“Rule 5250(c)(1)”) for continued listing on the Nasdaq Capital market because its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) was not filed within the time period prescribed by Securities and Exchange Commission rules.  As previously reported on April 2, 2024, the Company’s principal executive officer and principal financial officer need additional time to complete their evaluation of the effectiveness of the Company’s disclosure controls and procedures, in connection with the previously disclosed deficiency within the Company’s internal control over financial reporting.

 

Previously, Nasdaq granted the Company an exception for filing its delinquent Form 10-Q for the period ended September 30, 2023, until May 13, 2024.  As a result of that exception, Nasdaq informed the Company in the Notification Letter that Broadway must file the Form 10-K on or before the same date: May 13, 2024.  Furthermore, the Notification Letter requires the Company to submit an update to its original plan to regain compliance with the filing requirement, which was originally submitted to Nasdaq in connection with the delinquent filing of the Form 10-Q for the third quarter of 2023, and to describe progress that the Company has made towards implementing the plan.

 

The Company is in the process of providing an updated plan to Nasdaq, which will describe progress that has been made in that regard, and intends to file both the Form 10-Q for the third quarter of 2023 and the Form 10-K on or before May 13, 2024.

 

Cautionary Statement Regarding Forward-Looking Information

 

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 Company’s expectations relating to the submission to Nasdaq of the updated plan to regain compliance with Rule 5250(c)(1) and the filing of the Form 10-Q for the third quarter of 2023 and the Form 10-K.  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 risk include, among others, Nasdaq rejecting the Company’s updated plan to regain compliance or a material delay in the Company’s financial reporting, including the possibility that the ongoing evaluation may identify control deficiencies, misstatements, or other errors in the Company’s accounting practices that may require additional time to address.  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 of these 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.

 

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.

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