UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN
☐ Form N-CSR
|
For Period Ended:
|
September 30, 2023
|
| |
☐ |
Transition Report on Form 10-K
|
|
☐ |
Transition Report on Form 20-F
|
|
☐ |
Transition Report on Form 11-K
|
|
☐ |
Transition Report on Form 10-Q
|
For the Transition Period Ended:
|
|
|
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
|
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I—REGISTRANT INFORMATION
|
Broadway Financial Corporation
|
|
|
|
Full Name of Registrant
|
| |
|
N/A
|
|
|
|
Former Name if Applicable
|
| |
|
4601 Wilshire Boulevard, Suite 150
|
|
|
|
Address of Principal Executive Office (Street and Number)
|
| |
|
Los Angeles, California, 90010
|
|
|
|
City, State and Zip Code
|
PART II—RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate)
|
☐
|
(a)
|
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
|
|
(b)
|
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed
due date; and
|
|
(c)
|
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
|
PART III—NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time
period.
Broadway Financial Corporation (the “Registrant,” “our” or “we”) is unable to file, without unreasonable effort and expense, our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2023 (the “Form 10-Q”) because the Registrant’s principal executive officer and principal financial officer need additional time to complete their evaluation of the effectiveness of the Registrant’s disclosure
controls and procedures. In the course of preparing the Form 10-Q, we determined that a deficiency in our internal control over financial reporting existed as of September 30, 2023, which likely represents a material weakness. We intend to file
the Form 10-Q and provide further information on our control environment as soon as reasonably practical.
Forward-Looking Statements
This filing contains a number of forward-looking statements. Words such as “expect,” “intend,” “will” and similar future or conditional expressions are intended
to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our beliefs and expectations relating to the filing of the Form 10-Q and the completion of the ongoing evaluation of our
disclosure controls and procedures. These forward-looking statements are not guarantees of future events or results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control. Important
factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Registrant’s financial reporting, including the possibility that the ongoing evaluation
may identify material weaknesses or other control deficiencies, misstatements, or errors in the Registrant’s accounting practices. We disclaim and do not undertake any obligation to update or revise any forward-looking statement herein, except as
required by applicable law or regulation.
PART IV—OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard to this notification.
|
| Brenda J. Battey |
|
(323) |
|
634-1700 |
|
|
|
|
|
| (Name) |
|
(Area Code) |
|
(Telephone Number) |
| (2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No
|
| (3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report
or portion thereof? ☐ Yes ☒ No
|
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
|
Broadway Financial Corporation
|
|
|
|
(Name of Registrant as Specified in Charter)
|
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
|
Date: November 15, 2023
|
By:
|
/s/ Brenda J. Battey
|
|
|
|
|
| |
|
Brenda J. Battey
|
| |
|
Executive Vice President and Chief Financial Officer
|