BCOW 8-K
1895 Bancorp of Wisconsin, Inc. /MD/ (BCOW)
8-K
2025-02-18
For: 2025-02-14
View Original
Added on
April 06, 2026
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): February 14, 2025
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|||
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File No.)
|
(I.R.S. Employer Identification No.)
|
|||
|
|
|
||||
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
||||
(414 ) 421-8200
(Registrant’s telephone number, including area code)
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:
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Each Class
|
|
Trading Symbol(s)
|
|
Name of Each Exchange on Which Registered
|
|
|
|
|
|
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.
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.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
|
On February 18, 2025, 1895 Bancorp of Wisconsin, Inc. (the “Company”) notified the Nasdaq Stock Market, LLC (“Nasdaq”) of its intent to
file a Form 25 with the Securities and Exchange Commission (“SEC”) on March 7, 2025 to effect the voluntary delisting of the Company’s common stock from Nasdaq. The Company expects the delisting to be effective on March 7, 2025 and expects its common
stock to be quoted on the OTCQX Market beginning on March 10, 2025. This notification follows the Board of Directors’ decision on February 14, 2025 to delist the Company’s common stock from Nasdaq and deregister the Company’s common stock under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Upon delisting from Nasdaq, the Company intends to file a Form 15 with the SEC on or about March 17, 2025 to deregister its common stock
under the Exchange Act. The Company’s obligation to file periodic reports under the Exchange Act will be suspended immediately upon the filing of the Form 15.
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.
| Item 8.01 |
Other Events.
|
On February 18, 2025, the Company
also announced that it had hired Keefe, Bruyette & Woods, Inc., a Stifel Company (“KBW”), as financial advisor to assist the Company in evaluating strategic alternatives. A copy of the press release announcing the engagement of KBW is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K may contain certain “forward-looking statements” that represent the Company’s current expectations or
beliefs concerning future events. Forward-looking statements can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,”
“believe,” “contemplate,” “continue,” “target” and words of similar meaning. Forward-looking statements are, by their nature, subject to numerous risks and uncertainties. Certain factors that could cause actual results to differ materially from
expected results include changes in general economic conditions, changes in the interest rate environment, changes in prevailing depository institution stock prices, the evolution of the depository institution merger market, the Company's ability to
terminate or the timing of the termination of its obligation to file periodic reports with the SEC as described above, the Company’s ability to have its common stock quoted or the timing of its common stock becoming quoted on the OTCQX Market as
described above, market reactions to the Company’s delisting and deregistration, changes to the Company’s business plan and strategy as a result of KBW’s strategic review, legislative and regulatory changes that adversely affect the business of the
Company and its wholly-owned subsidiary, PyraMax Bank, FSB, and changes in the securities markets. Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether
included in this Current Report on Form 8-K or made elsewhere from time to time by the Company or on its behalf. The Company disclaims any obligation to update such forward-looking statements.
| Item 9.01 |
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit No.
|
Description
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
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.
|
1895 BANCORP OF WISCONSIN, INC.
|
||
|
DATE: February 18, 2025
|
By:
|
/s/ David Ball
|
|
David Ball
|
||
|
President and Chief Executive Officer
|
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
1895 Bancorp of Wisconsin, Inc. Announces Engagement of Keefe, Bruyette & Woods, Inc. to Explore Strategic Options and Voluntary
Nasdaq Delisting and SEC Deregistration
GREENFIELD, Wis., February 18, 2025 /PRNewswire/ —1895 Bancorp of Wisconsin, Inc. (the “Company”) (Nasdaq: BCOW), the holding company for PyraMax Bank, FSB
(the “Bank”), today announced that it has hired Keefe, Bruyette & Woods, Inc., a Stifel Company (“KBW”), as financial advisor to assist the Company in evaluating strategic alternatives. The Company also announced that it will delist its common
stock from the Nasdaq Stock Market (“Nasdaq”) and deregister its common stock under the Securities Exchange Act of 1934, as amended.
The KBW engagement is broad in scope and could involve, among other things, consideration of a strategic business combination or sale of control. The Company
has not established a timeline for conclusion of the strategic review or any particular strategic action.
“KBW is a preeminent investment banking firm serving our industry, and we look forward to working with them as part of our comprehensive effort to enhance
stockholder value,” said Company President and Chief Executive Officer David Ball.
The Company has notified Nasdaq of its intent to voluntarily delist and withdraw the registration of its common stock with the Securities and Exchange
Commission (the “SEC”). The Company intends to file a Form 25 (Notification of Removal from Listing) with the SEC on March 7, 2025, and expects the last trading day of the Company's common stock on Nasdaq will be on March 7, 2025. Following delisting
from Nasdaq, the Company expects its common stock will be quoted on the OTCQX Market beginning on March 10, 2025 and expects to retain the symbol “BCOW.”
The Company also intends to file a Form 15 (Certification and Notice of Termination From Registration) with the SEC on March 17, 2025. Upon filing, the
Company’s obligation to file periodic reports with the SEC, including reports on Forms 10-K, 10-Q and 8-K, will be suspended immediately.
The Company will continue to provide stockholders with an annual report containing audited consolidated financial statements and quarterly interim financial
information will be made available on the Company’s website at pyramaxbank.com. The Bank will also continue to file quarterly Call Reports with the Federal Deposit
Insurance Corporation, which are available at www.fdic.gov.
“After careful consideration, the Board of Directors has determined that this course of action is in the best interests of the Company and its stockholders.
Delisting and deregistration are expected to reduce our compliance and accounting expenses, and will allow management additional time to focus on our core mission,” said Mr. Ball.
About the Company and PyraMax Bank
1895 Bancorp of Wisconsin, Inc. is the holding company of PyraMax Bank, FSB. The Bank is a federally chartered savings bank headquartered in Greenfield,
Wisconsin. The Bank was established in 1895 and has operated continuously since that time in the Milwaukee metropolitan area. The Bank operates from three full-service banking offices in Milwaukee County, two full-service banking offices in Waukesha
County and one full-service banking office in Ozaukee County, Wisconsin.
Forward-Looking Statements
This release may contain certain “forward-looking statements” that represent the Company’s current expectations or beliefs concerning future events.
Forward-looking statements can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,”
“target” and words of similar meaning. Forward-looking statements are, by their nature, subject to numerous risks and uncertainties. Certain factors that could cause
actual results to differ materially from expected results include changes in general economic conditions, changes in the interest rate environment, changes in prevailing depository institution stock prices, the evolution of the depository institution
merger market, the Company's ability to terminate or the timing of the termination of its obligation to file periodic reports with the SEC as described above, the Company’s ability to have its common stock quoted or the timing of its common stock
becoming quoted on the OTCQX Market as described above, market reactions to the Company’s delisting and deregistration, changes to the Company’s business plan and strategy as a result of KBW’s strategic review, legislative and regulatory changes that
adversely affect the business of the Company and the Bank, and changes in the securities markets. Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether
included in this news release or made elsewhere from time to time by the Company or on its behalf. The Company disclaims any obligation to update such forward-looking statements.
Contact: David R. Ball
Telephone: (414) 421-8200