GLENS
FALLS, N.Y., May 15, 2023
/PRNewswire/ -- Arrow Financial Corporation, a New York corporation (the "Company") announced
that the Company is noncompliant with the periodic filing
requirements for continued listing set forth in Nasdaq Listing Rule
5250(c)(1) (the "Rule") as a result of its failure to file its
Annual Report on Form 10-K for the year ended December 31, 2022
(the "2022 Form 10-K") with the Securities and Exchange Commission
(the "SEC") by the required due date (the "April Nasdaq
Notice").
On May 12, 2023, the Company
received an additional notice from Nasdaq that the Company remains
noncompliant with the Rule as a result of its failure to file its
Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the "First Quarter Form 10-Q")
with the SEC by the required due date (the "May Nasdaq Notice" and,
together with the April Nasdaq Notice, the "Nasdaq Notices"). As
disclosed by the Company on its Notification of Late Filing on Form
12b-25, filed with the SEC on May 11,
2023, the Company was unable to timely file the First
Quarter Form 10-Q without unreasonable effort or expense.
As previously reported by the Company in its Notification of
Late Filing on Form 12b-25, filed with the SEC on March 16, 2023, as amended on March 31, 2023, the Company was unable to timely
file the 2022 Form 10-K without unreasonable effort or expense. The
Company intends to submit the 2022 Form 10-K as soon as
practicable. Upon the submission of the 2022 Form 10-K, the Company
intends to promptly prepare and file the First Quarter Form 10-Q as
soon as practicable.
As previously disclosed in the April Form 8-K, the Company is
required to submit a plan, within 60 calendar days of receiving the
April Nasdaq Notice, or by June 2,
2023, which outlines the steps the Company expects to take
to become compliant with the Rule. If Nasdaq accepts the Company's
plan, Nasdaq may grant an exception of up to 180 calendar days from
the due date of the 2022 Form 10-K, as extended by Rule
12b-25, or by September 27, 2023, to regain compliance.
However, there can be no assurance that Nasdaq will accept the
Company's plan to regain compliance or that the Company will be
able to regain compliance within any extension period granted by
Nasdaq. If Nasdaq does not accept the Company's plan, then the
Company will have the opportunity to appeal that decision to a
Nasdaq hearings panel. The Company currently expects to file one
plan to address the Nasdaq Notices.
The Nasdaq Notices have no immediate effect on the listing or
trading of the Company's shares of common stock, though Nasdaq will
continue to broadcast an indicator over its market data
dissemination network noting the Company's noncompliance. If the
Company remains noncompliant with the Rule at the end of the
180-day extension period, the Company's shares of common stock will
be subject to delisting from Nasdaq.
Arrow Financial Corporation (NasdaqGS® - AROW) is a multi-bank
holding company headquartered in Glens
Falls, New York, serving the financial needs of northeastern
New York. The Company is the
parent of Glens Falls National Bank and Trust Company and Saratoga
National Bank and Trust Company. Other subsidiaries include North
Country Investment Advisers, Inc., and Upstate Agency, LLC,
specializing in property and casualty insurance and group health
and employee benefits.
The information in this document may contain statements based on
management's beliefs, assumptions, expectations, estimates and
projections about the future. Such "forward-looking statements," as
defined in Section 21E of the Securities Exchange Act of 1934, as
amended, involve a degree of uncertainty and attendant risk. Actual
outcomes and results may differ, explicitly or by implication. We
are not obliged to revise or update these statements to reflect
unanticipated events. This document should be read in conjunction
with Arrow's Annual Report on Form 10-K for the year ended
December 31, 2021 and other filings
with the Securities and Exchange Commission.
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SOURCE Arrow Financial Corporation