Item 8.01 Other Events.
On March 10, 2021, Broadway Financial Corporation ("Broadway" or the "Company")
(NASDAQ Capital Markets: BYFC), today announced that the leading independent
proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass,
Lewis & Co., LLC, have recommended that Broadway stockholders vote "FOR" the
pending merger with CFBanc Corporation ("CFBanc"). A copy of the Press Release
is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated March 10, 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 between the
Company and CFBanc, as well as related potential private placements of common
equity. In connection with the proposed transactions, the Company has filed with
the SEC a registration statement on Form S-4 (the "Registration Statement") that
includes a joint proxy statement of the Company and CFBanc and a prospectus of
the Company (the "Joint Proxy/Prospectus"). The Company also plans to file other
relevant documents with the SEC regarding the proposed transactions. No offering
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and
no offer to sell or solicitation of an offer to buy shall be made in any
jurisdiction in which such offer, solicitation or sale would be unlawful. The
definitive Joint Proxy/Prospectus has been mailed or otherwise provided to
stockholders of the Company and CFBanc. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY AND CFBANC ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT
PROXY/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS THAT MAY BE FILED, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTIONS.
Investors and security holders will be able to obtain free copies of these
documents and other documents containing important information about the Company
and CFBanc through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by the Company are also be available
free of charge on the Company's website at
https://www.broadwayfederalbank.com/financial-highlights. Copies of the
Registration Statement and the Joint Proxy/Prospectus can also be obtained free
of charge by directing a request to Broadway Financial Corporation, 5055
Wilshire Boulevard Suite 500, Los Angeles, California 90036, Attention: Investor
Relations, Telephone: (323) 556-3264, or by email to
investor.relations@broadwayfederalbank.com, or to CFBanc Corporation, 1432 U
Street, NW DC 20009, Attention: Audrey Phillips, Corporate Secretary, Telephone:
(202) 243-7141.
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 transactions. 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 SEC on May
20, 2020. Information regarding all of the persons who may, under the rules of
the SEC, be deemed participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or otherwise, will be
contained in the Joint Proxy/Prospectus and other relevant materials filed with
the SEC. These documents can be obtained free of charge from the sources
indicated above. Securityholders and investors should read the Joint
Proxy/Prospectus carefully when it becomes available before making any voting or
investment decisions.
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