Item 1.01 Entry into a Material Definitive Agreement
On
• providing for the increase, from 50,000,000 to 75,000,000, in the number of
shares of common stock with full voting rights the Company will be authorized to issue, if such increase is approved by the holders of the Company's voting common stock prior to the completion of the merger; and
• expanding the statement of public benefit corporation purposes for the Company
that will become effective upon completion of the merger if conversion to aDelaware public benefit corporation is approved by the holders of the Company's voting common stock prior to the completion of the merger.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this report on Form 8-K:
Exhibit No. Description 2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as ofJanuary 14, 2021 , by and betweenBroadway Financial Corporation andCFBanc Corporation 10.1 Amendment to Employment Agreement forBrenda J. Battey , dated as ofJanuary 14, 2021 10.2 Amendment to Employment Agreement forNorman Bellefeuille , dated as ofJanuary 14, 2021 10.3 Amendment to Employment Agreement forRuth McCloud , dated as ofJanuary 14, 2021
Additional Information and Where to Find it
This report does not constitute an offer to buy or sell or the solicitation of
an offer to buy or sell any securities or a solicitation of any vote or
approval. This report relates to a proposed business combination (the "proposed
transaction") between the Company and CFBanc. In connection with the proposed
transaction, the Company intends to file with the
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Investors and security holders will be able to obtain free copies of these
documents (if and when available) and other documents containing important
information about the Company and CFBanc, once such documents are filed with the
Certain Information Concerning Participants
The Company, CFBanc and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about the directors and
executive officers of the Company is set forth in the Company's proxy statement
for its 2020 annual meeting of stockholders, which was filed with the
Cautionary Statement Regarding Forward-Looking Information
This report includes "forward-looking statements" within the meaning of the safe
harbor provisions of the United States Private Securities Litigation Reform Act
of 1995. Words such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should," "poised,"
"believes," "predicts," "potential," "continue," and similar expressions are
intended to identify such forward-looking statements; however the absence of
these words does not mean the statements are not forward-looking.
Forward-looking statements in this report include matters that involve known and
unknown risks, uncertainties and other factors that may cause actual results,
levels of activity, performance or achievements to differ materially from
results expressed or implied by this report. Such risk factors include, among
others: the uncertainty as to the extent of the duration, scope and impacts of
the COVID-19 pandemic; political and economic uncertainty, including any decline
in global economic conditions or the stability of credit and financial markets;
the expected timing and likelihood of completion of the proposed transaction,
the occurrence of any event, change or other circumstances that could give rise
to the termination of the Merger Agreement, the possibility that stockholders of
the Company or of CFBanc may not approve the merger agreement, the risk that the
parties may not be able to satisfy the conditions to the proposed transaction in
a timely manner or at all or failure to close the proposed transaction for any
other reason, risks related to disruption of management time from ongoing
business operations due to the proposed transaction, the risk that any
announcements relating to the proposed transaction could have adverse effects on
the market price of the Company Common Stock, the risk relating to the potential
dilutive effect of shares of Company Common Stock to be issued in the proposed
transaction, the risk of any unexpected costs or expenses resulting from the
proposed transaction, the risk of any litigation relating to the proposed
transaction, the risk of possible adverse rulings, judgments, settlements and
other outcomes of pending litigation, the risk that the proposed transaction
and its announcement could have an adverse effect on the ability of the Company
and CFBanc to retain customers and retain and hire key personnel and maintain
relationships with their customers and on their operating results and businesses
generally, the risk the pending proposed transaction could distract management
of both entities and that they will incur substantial costs, the risk that
problems may arise in successfully integrating the businesses of the companies,
which may result in the combined company not operating as effectively and
efficiently as expected, or that the entities may not be able to successfully
integrate the businesses, the risk that the combined company may be unable to
achieve synergies or other anticipated benefits of the proposed transaction or
it may take longer than expected to achieve those synergies or benefits and
other important factors that could cause actual results to differ materially
from those projected. All such factors are difficult to predict and are beyond
the Company's control. Additional factors that could cause results to differ
materially from those described above can be found in the Company's annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K or other filings, which have been filed with the
Actual results may differ materially from those contained in the forward-looking statements in this report. Forward-looking statements speak only as of the date they are made and the Company undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this report. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
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