Oconee Federal Financial Corp. Announces Voluntary NASDAQ Delisting and SEC Deregistration
20 Julio 2023 - 7:30AM
Business Wire
Oconee Federal Financial Corp. (the “Company”) (NASDAQ: OFED),
the holding company for Oconee Federal Savings and Loan Association
(“Oconee Federal”), 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”).
By a separate press release, the Company announced the execution
of an agreement pursuant to which Mutual Savings Bank, a
federally-chartered mutual savings bank, will merge with and into
Oconee Federal with Oconee Federal as the surviving entity.
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 31, 2023. The Company expects the last trading day of
its shares of common stock on the NASDAQ Capital Market will be on
or about July 31, 2023.
The Company intends to file a Form 15 with the SEC on or about
August 10, 2023 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 and the Company intends to publish quarterly and
annual financial information via press releases or by postings on
Oconee Federal Savings and Loan Association’s website
(www.oconeefederal.com). Oconee Federal Savings and Loan
Association 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230720168650/en/
Investor/Media Contact: Curtis T. Evatt President & Chief
Executive Officer Oconee Federal Financial Corp. 864-882-2765
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