8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 1, 2024

Bogota Financial Corp.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-39180

84-3501231

(State or Other Jurisdiction)

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)


819 Teaneck Road, Teaneck, New Jersey		07666
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 862-0660

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01

BSBK

The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 2.02

Results of Operation and Financial Condition

Before market open on November 1, 2024, Bogota Financial Corp. (the “Company”), the holding company for Bogota Savings Bank, issued a press release reporting its financial results for the three and nine months ended September 30, 2024 (the “Original Earnings Release”). Prior to the Original Earnings Release being furnished to the Securities and Exchange Commission in a Current Report on Form 8-K, the Company determined that its interest expense on deposits (and similarly total interest expense) for the three and nine months ended September 30, 2024 reported in the Original Earnings Release was understated by $300,000 due to a misstatement of the rates paid on certain certificates of deposit during the three months ended September 30, 2024. The Company issued a correction to its financial results for the three and nine months ended September 30, 2024, after market close on November 1, 2024 (the “Revised Earnings Release”).

A copy of the Revised Earnings Release is included as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01

Financial Statements and Exhibits

(a)

Financial Statements of Businesses Acquired. Not applicable.

(b)

Pro Forma Financial Information. Not applicable.

(c)

Shell Company Transactions. Not applicable.

(d)

Exhibits.


Exhibit No.		Description

99.1		Revised Earnings Release dated November 1, 2024.

104		Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	BOGOTA FINANCIAL CORP.

DATE: November 4, 2024	By:	/s/ Brian McCourt
		Brian McCourt
		Executive Vice President and Chief Financial Officer

SEC Form 8-K filed by Bogota Financial Corp.