SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10‑K/A
(Amendment No. 1)
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2017 or
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from
to
Commission file number:
0‑24047
GLEN BURNIE BANCORP
(Exact name of registrant as specified in its charter)
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MARYLAND
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52‑1782444
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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101 Crain Highway, S.E., Glen Burnie, Maryland
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21061
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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
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(410) 766‑3300
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Securities registered pursuant to Section 12(b) of the Act:
Title of Class
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Name of Each Exchange on Which Registered
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None
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None
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Securities registered pursuant to Section 12(g) of the Act:
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Title of Class
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Common Stock, $1.00 par value
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Common Stock Purchase Rights
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
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No
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K.
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Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
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Large Accelerated Filer
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Accelerated Filer
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Non-Accelerated Filer
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Smaller Reporting Company
☒ Emerging Growth Company ☐
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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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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes
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No
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The aggregate market value of the registrant’s outstanding common equity held by non-affiliates was $23,553,580, computed by reference to the closing sales price of such equity as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2017). For the purposes of this calculation, directors, executive officers, and the controlling investor are considered affiliates.
The number of shares of common stock outstanding as of March 23, 2018 was 2,804,456.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the “
Amendment
”) is being filed by Glen Burnie Bancorp (the “
Company
”) to amend its Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on April 2, 2018 (the “Original Filing”). This Amendment is being filed solely to revise the verbiage for the Report of Independent Registered Public Accounting Firm located on page F-3 as part of Item 15. Exhibits and Financial Statement Schedules in Part IV. The original filing omitted the numeric years covered by the independent registered public accounting firm’s “Opinion on the Finanical Statements” included in the Report of Independent Registered Public Accounting Firm.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“
Exchange Act
”), new certifications by the Company’s principal executive officer and chief financial officer are filed as exhibits hereto.
Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.