Form 8-K Bogota Financial Corp. For: Feb 28

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): February 28, 2021

(Exact Name of Registrant as Specified in Charter)

Maryland		001-39180		84-3501231
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)
819 Teaneck Road, Teaneck, New Jersey				07666
(Address of Principal Executive Offices)				(Zip Code)

(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).

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.  ☐

On February 28, 2021, Bogota Financial Corp., the parent company of Bogota Savings Bank, completed its previously announced acquisition of Gibraltar Bank pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated September 3, 2020, by and among Bogota Financial, MHC, Bogota Financial Corp., Bogota Savings Bank (collectively the “Bogota Entities”) and Gibraltar Bank, pursuant to which Gibraltar Bank merged with and into Bogota Savings Bank, with Bogota Savings Bank as the surviving institution (the “Merger”).

 

As part of the transactions contemplated by the Merger Agreement, on February 28, 2021, Bogota Financial Corp. issued additional 1,267,916 shares of its common stock to Bogota Financial, MHC, which represented the fair value of Gibraltar Bank as determined by an independent appraiser.

 

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements about the Bogota Entities.  Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”  Forward-looking statements, by their nature, are subject to risks and uncertainties.  The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: (1) the businesses of Bogota Savings Bank and Gibraltar Bank may not be combined successfully; (2) the cost savings from the Merger may not be fully realized or may take longer than expected to be realized; (3) operating costs, customer loss and business disruption following the Merger may be greater than expected; (4) the interest rate environment may further compress margins and adversely affect new interest income; (5) the risks associated with continued diversification of assets and adverse changes to credit quality; (6) general economic conditions and increased competitive pressure; (7) conditions within the securities markets; and (8) changes in legislation, regulations and policies.  Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Bogota Financial Corp.’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet website (www.sec.gov).

Further, given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on either Bogota Savings Bank’s business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated resulting in a meaningful increase in economic activity. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, Bogota Savings Bank or could be subject to any of the following risks, any of which could have a material, adverse effect on its business, financial condition, liquidity, and results of operations: demand for its products and services may decline, making it difficult to grow assets and income; if the economy is unable to substantially reopen or remain open, and higher levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; the allowance for loan losses for Bogota Savings Bank may have to be increased if borrowers experience financial difficulties, which will adversely affect net income; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to Bogota Savings Bank; cyber security risks are increased as the result of an increase in the number of employees working remotely; and Federal Deposit Insurance Corporation premiums may increase if the agency experience additional resolution costs.

None of the Bogota Entities undertake an obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this current report.

Effective February 28, 2021, Bogota Financial Corp. appointed John G. Reiner to its Board of Directors, to serve as a member of the class of directors with terms expiring in at the 2022 annual meeting of stockholders of Bogota Financial Corp.  He was appointed pursuant to the terms of the Merger Agreement.  Mr. Reiner, age 55, serves and the chief executive officer of Reiner Insurance, Springfield, New Jersey.  Mr. Reiner served as a director of Gibraltar Bank since 2007.

Mr. Reiner is not a party to any transaction with the Company or the Bank that would require disclosure under Item 404(a) of Regulation S-K. As of the date of this Current Report on Form 8-K, Bogota Financial Corp.’s Board of Directors has not determined the committees of the Board of Directors on which Mr. Reiner will serve.

On March 1, 2021, Bogota Financial Corp. issued a press release announcing the completion of the Merger. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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.

FOR IMMEDIATE RELEASE

Bogota Savings Bank Completes Acquisition of Gibraltar Bank

TEANECK, NEW JERSEY, March 1, 2021 — Bogota Financial Corp. (“Bogota Financial”) (Nasdaq: BSBK), the holding company for Bogota Savings Bank (“Bogota”), today announced that, effective February 28, 2021, it had completed its acquisition of Gibraltar Bank.

Based on December 31, 2020 financial information, the combined institution has approximately $821 million in assets, $584 million in deposits and $142 million in stockholders’ equity.  In addition, as part of the transaction, Bogota Financial issued 1,267,916 shares of its common stock to Bogota Financial, MHC.

The conversion and consolidation of data processing platforms, systems and customer files is expected to occur on or about August 16, 2021.

Joseph Coccaro, President and Executive Officer of Bogota Financial and Bogota said, “We are very pleased to have completed our combination with Gibraltar Bank and extend a warm welcome to Gibraltar’s customers and employees.  We look forward to working with the Gibraltar team in delivering to all of our customers and shareholders the benefits that we expect from this transaction.”

About Bogota

Bogota Financial Corp. is a Maryland corporation organized as the mid-tier holding company of Bogota Savings Bank and is the majority-owned subsidiary of Bogota Financial, MHC. Bogota Savings Bank is a New Jersey chartered stock savings bank that has served the banking needs of its customers in New Jersey since 1893. It operates from five offices located in Bogota, Newark, Oak Ridge, Parsippany and Teaneck, New Jersey.

Forward-Looking Statements

This press release contains certain forward-looking statements about Bogota Financial, and Bogota.  Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”  Forward-looking statements, by their nature, are subject to risks and uncertainties.  The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: (1) the businesses of Bogota and Gibraltar Bank may not be combined successfully; (2) the cost savings from the merger may not be fully realized or may take longer than expected to be realized; (3) operating costs, customer loss and business disruption following the merger may be greater than expected; (4) the interest rate environment may further compress margins and adversely affect new interest income; (5) the risks associated with continued diversification of assets and adverse changes to credit quality; (6) general economic conditions and increased competitive pressure; (7) conditions within the securities markets; and (8) changes in legislation, regulations and policies.  Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Bogota Financial’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet website (www.sec.gov).

Further, given its ongoing and dynamic nature, it is difficult to predict what continued effects the COVID-19 pandemic will have on our business and results of operations. The pandemic and the related local and national economic disruption may result in a decline in demand for our products and services; increased levels of loan delinquencies, problem assets and foreclosures; an increase in our allowance for loan losses; a decline in the value of loan collateral, including real estate; a greater decline in the yield on our interest-earning assets than the decline in the cost of our interest-bearing liabilities; and increased cybersecurity risks, as employees increasingly work remotely.

Bogota Financial does not undertake an obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.

Joseph Coccaro

President and Chief Executive Officer

(201) 862-0660