Cullman Bancorp, Inc. Announces Voluntary NASDAQ Delisting and SEC Deregistration
08 Juli 2024 - 3:24PM
Business Wire
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.
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John A. Riley, III President and Chief Executive Officer (256)
734-1740
Cullman Bancorp (NASDAQ:CULL)
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