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): July 8, 2024
CULLMAN BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-40607
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61-1990996
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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316 Second Avenue, SW, Cullman, Alabama
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35055
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (256) 734-1740
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):
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, Par Value $0.01 Per Share
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CULL
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The Nasdaq Stock Market LLC
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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. ☐
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On July 8, 2024, Cullman Bancorp, Inc. (the “Company”) notified the NASDAQ Stock Market of its intent to file a Notification of Removal
from Listing and/or Registration Under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Securities and Exchange Commission (the “SEC”) on or about July 18, 2024 to effect the voluntary delisting of its
common stock from NASDAQ. The Company expects the delisting will be effective on or about July 18, 2024. The Company also announced its intention to terminate the registration of its common stock under Section 12(b) of the Exchange Act and to suspend
its periodic reporting obligations with the SEC. The Company has applied to have its shares quoted on the OTCQX Market following NASDAQ delisting.
A copy of the press release announcing the Company’s intention to delist and deregister its shares of common stock is filed as Exhibit 99.1
hereto and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number Description
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104 |
Cover Page Interactive Data File (embedded within Inline XBRL document)
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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.
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CULLMAN BANCORP, INC.
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DATE: July 8, 2024
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By:
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/s/ John A. Riley, III
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John A. Riley, III
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President and Chief Executive Officer
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FOR IMMEDIATE RELEASE
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Contact:
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John A. Riley, III
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President and Chief Executive Officer
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Telephone:
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(256) 734-1740
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CULLMAN BANCORP, INC.
ANNOUNCES VOLUNTARY NASDAQ DELISTING AND
SEC DEREGISTRATION
Cullman, Alabama, July 8, 2024 —
Cullman Bancorp, Inc. (the “Company”) (Nasdaq: CULL), the holding company for Cullman Savings Bank, announced today that it has notified the NASDAQ Stock Market of the Company’s intent to voluntarily delist its common stock from the NASDAQ Capital Market. The Company further intends to withdraw the registration of its common stock
with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company intends to file a Form 25 with the SEC to remove its common stock from listing on the NASDAQ Capital Market and to
deregister its stock under Section 12(b) of the Exchange Act on or about July 18, 2024. The Company expects the last trading day of its shares of common stock on the NASDAQ Capital Market will be on or about July 18, 2024.
The Company intends to file a Form 15 with the SEC on or about July 29, 2024 to terminate the registration of its common stock under
section 12(g) of the Exchange Act. The obligation of the Company to file periodic reports with the SEC, including reports on Forms 10-K, 10-Q and 8-K, will be suspended immediately upon filing of the Form 15. Once the Form 15 is effective, which is
expected to occur within 90 days of filing, the Company will no longer be a public reporting company and its obligations to file proxy materials and other reports with the SEC will also be suspended. The Company has applied to have its shares quoted
on the OTCQX Market following NASDAQ delisting.
As a savings and loan holding company, the Company is eligible to deregister with the SEC because it has fewer than 1,200 shareholders
of record. The decision of the Company’s board of directors to delist and deregister its common stock was based on numerous factors, including the significant cost savings of no longer filing periodic reports with the SEC, as well as reductions in
accounting fees, legal fees and other costs. The Company’s financial statements will continue to be audited by an independent accounting firm. Cullman Savings Bank will continue to report detailed quarterly financial results to its primary federal
regulator, which are publicly available.
Forward-Looking Statements
Certain statements herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements may be identified by words such as “believes,” “will,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar
expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties.
Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, general economic conditions, changes in
interest rates, regulatory considerations, competition and the other risks described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date of this release. Forward-looking statements speak only as of the date they are made, and we assume no obligation to update any of these statements in light of
new information, future events or otherwise unless required under federal securities laws.
About Cullman Bancorp, Inc.
The Company is a Maryland corporation based in Cullman, Alabama. The Company’s banking subsidiary, Cullman Savings Bank, opened in 1887 and currently
operates three full-service offices in Cullman, Alabama and one full-service office in Hanceville, Alabama.