Broadway Financial Corporation (“Broadway,” “we,” or the
“Company”) (Nasdaq Capital Market: BYFC), parent company of City
First Bank, National Association, announced today the terms of the
Company’s previously disclosed reverse stock split (the “Reverse
Split”).
Authorization for the Reverse Split was approved by stockholders
at Broadway’s Annual Meeting on June 21, 2023. On September 20,
2023, the Board of Directors selected a Reverse Split ratio of
1-for-8 shares (the “Split Ratio”) pursuant to the authorization
approved by stockholders. The Reverse Split will be effective at
12:01 a.m. Eastern Time on November 1, 2023 for all outstanding
shares of Broadway’s three classes of common stock: Class A common
stock, Class B common stock, and Class C common stock. The
Company’s Class A common stock will continue to trade under the
symbol “BYFC” and is expected to begin trading on the Nasdaq
Capital Market on a split-adjusted basis on November 1, 2023.
The Class B common stock and Class C common stock are not
registered for trading and will not be registered after the
effective time for the Reverse Split. The new shares of Class B and
Class C common stock will be issued with the same restrictive
legends that existed on the old shares of Class B and Class C
common stock, and will remain nonvoting shares.
As a result of the Reverse Split, every eight shares of the
Company’s issued and outstanding common stock will be automatically
reclassified into one new share of common stock, which will remain
fully paid and non-assessable. The Reverse Split will not modify
any rights or preferences of any of Broadway’s common stock, and
will be applied uniformly and equally to stockholders, such that
the percentage ownership interests in the Company’s equity will not
change, except to the extent that the Reverse Split results in a
stockholder owning a fractional share. No fractional shares will be
issued in connection with the Reverse Split, and in lieu thereof,
stockholders who would otherwise be entitled to a fractional share
will receive a proportional cash payment based on the closing
trading price per share of the Class A common stock on the Nasdaq
Capital Market on October 31, 2023, the trading day immediately
preceding the effective time of the Reverse Split, as adjusted for
the Split Ratio.
The Reverse Split will not change the number of authorized
shares of each class of common stock, or the par value of the
common stock. The Company’s outstanding Non-Cumulative Redeemable
Perpetual Preferred stock, Series C, will not be adjusted for the
Reverse Split. The Company will proportionally adjust the exercise
prices and the number of shares underlying the Company’s
outstanding equity awards, as well as the number of shares issued
and issuable under Broadway’s equity incentive plan.
The Reverse Split is intended to bring the Company into
compliance with the minimum bid price requirements for maintaining
its listing on the Nasdaq Capital Market. Broadway received a
written notice from Nasdaq of its failure to comply on September
25, 2023.
Following the effectiveness of the Reverse Split the new CUSIP
number for the Class A common stock will be 111444709, the new
CUSIP number for the Class B common stock will be 111444808, and
the new CUSIP number for the Class C common stock will be
111444881. Immediately following the Reverse Split there will be
approximately 9,019,187 shares of common stock outstanding,
comprised of 5,921,046 shares of Class A common stock, 1,425,577
shares of Class B common stock and 1,672,564 shares of Class C
common stock.
Broadway has appointed its transfer agent, Computershare Inc.,
to act as exchange agent for the Reverse Split. Stockholders owning
pre-split shares via a bank, broker, or other nominee will have
their positions automatically adjusted to reflect the Reverse Split
and will not be required to take further action in connection with
the Reverse Split, subject to the nominees' particular procedures
and policies. Similarly, registered stockholders holding pre-split
shares of the Company's common stock electronically in book-entry
form are also not required to take further action in connection
with the Reverse Split. Holders of certificated shares will be
contacted by the Company or its exchange agent with further details
about how to surrender old certificates in exchange for new
shares.
Additional information about the Reverse Split can be found in
the Company's definitive proxy statement filed with the Securities
and Exchange Commission (the "SEC") on May 1, 2023 and the
Company’s Form 8-K filed with the SEC on September 29, 2023, both
of which are available free of charge at the SEC's website,
www.sec.gov, and on the Company's website at
http://www.cityfirstbank.com/.
About Broadway Financial Corporation
Broadway Financial Corporation conducts its operations through
its wholly-owned banking subsidiary, City First Bank, National
Association, which is a leading community-oriented bank in Southern
California and in the Washington, D.C. market serving
low-to-moderate income communities. We offer a variety of
residential and commercial real estate loan products for consumers,
businesses, and non-profit organizations, other loan products, and
a variety of deposit products, including checking, savings, and
money market accounts, certificates of deposits, and retirement
accounts.
Stockholders, analysts, and others seeking information about the
Company are invited to write to: Broadway Financial Corporation,
Investor Relations, 4601 Wilshire Boulevard, Suite 150, Los
Angeles, CA 90010 or contact Investor Relations at the phone number
or email address below.
Cautionary Statement Regarding Forward-Looking
Information
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical facts contained in this press
release, including statements regarding timing of implementation of
the Reverse Split and the Split Ratio, our intentions and the
expected benefits associated therewith, are forward-looking
statements. Forward-looking statements typically include the words
“expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” “poised,”
“optimistic,” “prospects,” “ability,” “looking,” “forward,”
“invest,” “grow,” “improve,” “deliver” and similar expressions, but
the absence of such words or expressions does not mean a statement
is not forward-looking. These forward-looking statements are
subject to risks and uncertainties, including those identified
below, which could cause actual future results to differ materially
from historical results or from those anticipated or implied by
such statements. Readers should not place undue reliance on these
forward-looking statements, which speak only as of their dates or,
if no date is provided, then as of the date of this press release.
We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise, except to the extent required by law. The following
factors, among others, could cause future results to differ
materially from historical results or from those indicated by
forward-looking statements included in this press release: (1) the
level of demand for mortgage and commercial loans, which is
affected by such external factors as general economic conditions,
market interest rate levels, tax laws, and the demographics of our
lending markets; (2) the direction and magnitude of changes in
interest rates and the relationship between market interest rates
and the yield on our interest-earning assets and the cost of our
interest-bearing liabilities; (3) the rate and amount of loan
losses incurred and projected to be incurred by us, increases in
the amounts of our nonperforming assets, the level of our loss
reserves and management’s judgments regarding the collectability of
loans; (4) changes in the regulation of lending and deposit
operations or other regulatory actions, whether industry-wide or
focused on our operations, including increases in capital
requirements or directives to increase loan loss allowances or make
other changes in our business operations; (5) legislative or
regulatory changes, including those that may be implemented by the
current administration in Washington, D.C. and the Federal Reserve
Board; (6) possible adverse rulings, judgments, settlements and
other outcomes of litigation; (7) actions undertaken by both
current and potential new competitors; (8) the possibility of
adverse trends in property values or economic trends in the
residential and commercial real estate markets in which we compete;
(9) the effect of changes in economic conditions; (10) the effect
of geopolitical uncertainties; (11) the discontinuation of LIBOR as
an interest rate benchmark; (12) the impact of COVID-19 or other
health crises on our future financial condition and operations;
(13) the impact of recent volatility in the banking sector due to
the failure of certain banks due to high levels of exposure to
liquidity risk, interest rate risk, uninsured deposits and
cryptocurrency risk; and (14) other risks and uncertainties. All
such factors are difficult to predict and are beyond our control.
Additional factors that could cause results to differ materially
from those described above can be found in our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K or other filings made with the SEC and are available on our
website at http://www.cityfirstbank.com/ and on the SEC’s website
at http://www.sec.gov.
Forward-looking statements in this press release speak only as
of the date they are made, and we undertake no obligation, and do
not intend, to update these forward-looking statements to reflect
events or circumstances occurring after the date of this press
release, except to the extent required by law. You are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231031195852/en/
Investor Relations Brenda J. Battey, Chief Financial Officer,
(323) 556-3264 Investor.relations@cityfirstbroadway.com
Grafico Azioni Broadway Financial (NASDAQ:BYFC)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Broadway Financial (NASDAQ:BYFC)
Storico
Da Gen 2024 a Gen 2025
