Sec Form 13D Filing - Bogota Financial MHC filing for Bogota Financial Corp. (BSBK) - 2020-01-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Scott Brown, Esq.

Luse Gorman, PC

5335 Wisconsin Avenue, N.W.

Suite 780

Washington, D.C.  20015

(Name, Address, Telephone number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  [  ]

(Continued on following pages)

Page 1 of 6 Pages

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,236,640
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [  ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   55.0%
14.	TYPE OF REPORTING PERSON   HC

The securities as to which this Schedule 13D (“Schedule”) relat es are shares of common stock, $0.01 par value per share (“Common Stock”), of Bogota Financial Corp., a Maryland corporation (the “Issuer”).  The address of the Issuer’s principal executive office is 819 Teaneck Road, Teaneck, New Jersey 07666.

This Schedule is filed on behalf of Bogota Financial, MHC, a New Jersey mutual holding company (the “Company”).  The Company’s principal business is the ownership of the majority of the Issuer’s shares of Common Stock.  The business address of the Company is 819 Teaneck Road, Teaneck, New Jersey 07666.

Pursuant to General Instruction C of Schedule 13D, the following information is being provided with respect to each executive officer and director of the Company (“Insiders”):

Directors and Executive Officers

The Issuer was formed in September 2019 to become the holding company for Bogota Savings Bank (the “Bank”) and the Company was formed in January 2020 to become the mutual holding company parent of the Issuer and the Bank. On January 15, 2020, pursuant to the Plan of Mutual Holding Company Reorganization and Minority Stock Issuance (the “Plan”), 7,236,640 shares of Common Stock of the Issuer were issued to the Company, 5,657,735 shares of Common Stock of the Issuer were sold for $10.00 per share to depositors of the Bank (the “Stock Offering”) and 263,150 shares of Common Stock were contributed to Bogota Savings Bank Charitable Foundation, Inc.

The primary purpose of the Issuer’s Stock Offering was to increase the Bank’s capital and give the Bank and the Issuer greater flexibility to structure and finance the expansion of operations.  Because the Issuer only issued a minority of its common stock for sale in the Stock Offering, the Bank’s mutual form of ownership and its ability to remain an independent savings bank and to provide community-oriented financial services is expected to be preserved.

While the Company intends to exercise its rights as majority stockholder, neither the Company nor the Insiders other than as disclosed in the Issuer’s Prospectus, dated November 12, 2019, currently have any plans or proposals that relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter or bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.

In the future, the Company and/or the Insiders may determine to purchase additional shares of the Issuer’s common stock (or other securities of the Issuer) or the Company and/or the

Insiders may determine to sell shares of the Issuer’s Common Stock.  Any such determination will depend on a number of factors, including market prices, the Issuer’s prospects and alternative investments.

As of the date of this Schedule, neither the Company nor any of the Insiders is a party to any contract, arrangement, understanding or relationship among themselves or with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the Common Stock, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over the Common Stock.

None.

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.