8-K

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):  January 31, 2023

FFBW, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-39182	37-1962248
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

1360 South Moorland Road, Brookfield, Wisconsin	53005
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (262) 542-4448

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)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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, par value $0.01 per share	FFBW	The NASDAQ Stock Market LLC

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 January 31, 2023, FFBW, Inc. (the “Company") notified The Nasdaq Stock Market, LLC (“Nasdaq”) of its intent to file a Form 25 with the Securities and Exchange Commission (the “SEC”) on or about February 13, 2023 to effect the voluntary delisting of the Company’s common stock from Nasdaq.  The Company expects the delisting to be effective on or about February 13, 2023.  The Company expects its common stock to be quoted on the OTCQX Market beginning on or about February 14, 2023.

Item 7.01 Regulation FD Disclosure.

Upon delisting from Nasdaq as set forth in Item 3.01 above, the Company intends to file a Form 15 with the SEC on or about February 23, 2023, to deregister its common stock under the Securities and Exchange Act of 1934 (the “Exchange Act”).  The Company’s obligation to file periodic reports under the Exchange Act will be suspended immediately upon the filing of the Form 15.

On January 31, 2023, the Company issued a press release regarding the matters disclosed in Item 3.01 above and in this Item 7.01.  A copy of the press release is furnished as an exhibit hereto and is incorporated into this Item 7.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Press release dated January 31, 2023
	104	Cover Page Interactive Data File (embedded within Inline 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.

	FFBW, INC.
DATE: January 31, 2023	By:        /s/ Edward H. Schaefer
	Edward H. Schaefer
	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

Contact: Edward H. Schaefer

Chief Executive Officer

(262) 542-4448

FFBW, Inc. Announces Voluntary NASDAQ Delisting and SEC Deregistration

Brookfield, Wisconsin, January 31, 2023. FFBW, Inc. (the “Company”), (Nasdaq: FFBW), the holding company of First Federal Bank of Wisconsin (the “Bank”), today announced its voluntary decision to delist its common stock from the NASDAQ Stock Market (“NASDAQ”) and its intent to deregister its common stock with the Securities and Exchange Commission (the “SEC”).

The Company has notified NASDAQ of its intent to voluntarily delist and withdraw the registration of its common stock with the SEC.  The Company intends to file a Form 25 (Notification of Removal from Listing) with the SEC on or about February 13, 2023.  The Company expects the last trading day of its shares of common stock on NASDAQ will be on or about February 13, 2023.

Following NASDAQ delisting, the Company expects its shares will be quoted on the OTCQX Marketplace beginning on or about February 14, 2023 and expects to retain the symbol “FFBW.”

The Company also announced and intends to file a Form 15 (Certification and Notice of Termination From Registration) with the SEC on or about February 23, 2023.  Upon the filing of the Form 15, the Company’s obligation to file reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be suspended immediately and will terminate when deregistration becomes effective 90 days after the Form 15 is filed.

Edward H. Schaefer, President and Chief Executive Officer of the Company, said, “The Company’s Board of Directors authorized the delisting and deregistration after concluding that the significant costs of remaining an SEC reporting company, including the regulatory compliance burden, outweighed the current benefits of NASDAQ listing and SEC registration.  The Board of Directors believes that the expense reductions inherent in delisting and deregistering will benefit the Company and its stockholders and serve to enhance the long-term value of the Company by allowing management to focus on the Company’s core banking operations as opposed to spending considerable time and expense to comply with SEC reporting requirements.”  Mr. Schaefer also indicated that the Company will continue to provide stockholders with an annual report containing audited financial statements, and anticipates that quarterly interim financial information will be available on the Company’s website at www.firstfederalwisconsin.com. First Federal Bank of Wisconsin will also continue to file quarterly Call Reports with the Federal Deposit Insurance Corporation, which are available at www.fdic.gov.

Forward-Looking Statements

This press release contains certain forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of the Company. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business of the Company and the Bank, and changes in the securities markets.  Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect changes in belief, expectations or events.

XML

Document and Entity Information	Jan. 31, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 31, 2023
Entity Registrant Name	FFBW, INC. /MD/
Entity Incorporation, State or Country Code	MD
Entity File Number	001-39182
Entity Tax Identification Number	37-1962248
Entity Address, Address Line One	1360 South Moorland Road
Entity Address, City or Town	Brookfield
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53005
City Area Code	262
Local Phone Number	542-4448
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001787384
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	FFBW
Security Exchange Name	NASDAQ