Exhibit 99.1
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): April 23, 2020
BROADWAY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-39043 | 95-4547287 |
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 5055 Wilshire Boulevard Suite 500, Los Angeles, California | 90036 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (323) 634-1700
NOT APPLICABLE
(Former name or former address, if changed since last report)
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, par value $0.01 per share | BYFC | The Nasdaq Stock Market LLC |
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:
| ¨ | 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)) |
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 8.01. Other Events.
On April 23, 2020, Broadway Financial Corporation (“Broadway”) informed The Capital Corps (“Capital Corps”) that Broadway declined to pursue the proposal to acquire Broadway set forth in a letter, dated April 13, 2020, sent by Antonio Villaraigosa, Board Chair of Capital Corps. and attached as Exhibit 99.1 to the Schedule 13D/A filed by Steven A. Sugarman and associated persons with the Securities and Exchange Commission on April 14, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Letter, dated April 23, 2020, of Virgil Roberts, Board Chair of Broadway Financial Corp. to Antonio Villaraigosa, Board Chair of The Capital Corps. |
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 (Registrant)
| ||
| Date: April 23, 2020 | By | /s/ Brenda J. Battey |
| Brenda J. Battey | ||
| Chief Financial Officer | ||
Exhibit 99.1