Cullman Bancorp, Inc. Announces Voluntary NASDAQ Delisting and SEC Deregistration
Cullman Bancorp (Nasdaq: CULL) announced its voluntary delisting from the NASDAQ Capital Market and deregistration with the SEC. The company plans to file Form 25 to remove its stock from NASDAQ by July 18, 2024, and Form 15 to terminate its registration by July 29, 2024. This move will suspend the requirement to file periodic reports with the SEC, including 10-K, 10-Q, and 8-K forms, within 90 days of Form 15 filing. Cullman Bancorp aims to list its shares on the OTCQX Market post-NASDAQ delisting. The decision, driven by cost-saving measures, is feasible as the company has fewer than 1,200 shareholders. They will continue to have their financial statements audited and report quarterly results to federal regulators, which will remain publicly accessible.
- The delisting and deregistration are expected to result in significant cost savings by reducing accounting, legal, and other associated costs.
- Cullman Bancorp plans to list its shares on the OTCQX Market, ensuring continued trading opportunities for shareholders.
- Financial statements will continue to be audited by an independent accounting firm, maintaining transparency.
- The company will no longer be a public reporting entity, potentially reducing transparency for existing and prospective shareholders.
- Shareholders may experience reduced liquidity and market visibility following the transition to the OTCQX Market.
Insights
Cullman Bancorp, Inc. has announced it will delist from the NASDAQ and deregister with the SEC, shifting to the OTCQX Market. This move has significant implications for current and prospective investors. Firstly, the immediate benefit is cost savings. The expenses related to SEC filings, legal and accounting fees will be notably reduced, potentially improving the company's bottom line in the short term. However, these savings need to be weighed against the potential loss of visibility and liquidity associated with being listed on a major exchange like NASDAQ.
For shareholders, the implication is a decrease in liquidity and possibly a reduction in the stock's marketability. Trading on the OTCQX Market typically means fewer buyers and sellers, which can lead to more volatile stock prices. Additionally, the lack of periodic SEC filings could mean less transparency for investors, making it harder to get timely information about the company's performance. However, the continued publication of audited financial statements and quarterly reports to federal regulators can mitigate some of these concerns.
In the long term, the impact will depend on how well the company manages its resources and maintains investor confidence. The reduction in regulatory burden could allow the management team to focus more on strategic initiatives and growth. Overall, while the move offers financial relief, the trade-off in terms of market perception and investor confidence needs careful consideration.
From a legal perspective, Cullman Bancorp's decision to delist and deregister significantly reduces its regulatory compliance burden. Filing with the SEC requires extensive disclosures and adherence to stringent regulations, which can be both time-consuming and costly. By opting to trade on the OTCQX Market, the company will still have to comply with certain regulations but these are generally less onerous compared to those required by the NASDAQ and SEC.
However, it is important to understand that deregistering does not mean the company is free from all regulatory oversight. It will still be subject to state securities laws and the rules of the OTCQX Market. Additionally, the company will continue to provide certain financial information through audited statements and quarterly reports to federal regulators, which are publicly accessible. This transparency helps in maintaining some level of investor trust.
Shareholders should also consider the implications of reduced public scrutiny. The absence of mandatory SEC filings could lead to less frequent updates and disclosures, which may affect the perceived credibility and reliability of the company. While the legal framework allows this transition, it is essential that the company maintains robust governance practices to ensure ongoing investor confidence.
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
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John A. Riley, III
President and Chief Executive Officer
(256) 734-1740
Source: Cullman Bancorp, Inc.
FAQ
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