UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No 1.)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 26, 2023

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 whethCommon Stock, par value $0.01er 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. ☐

EXPLANATORY NOTE
This Amendment No. 1 to our Current Report on Form 8-K filed on July 26, 2023 is being filed solely to correct a typographical error regarding the board of directors to which Kevin Pace was appointed. Mr. Pace was appointed only to the board of directors of Bogota Savings Bank (the “Bank”), the wholly owned subsidiary of Bogota Financial Corp. (the “Company”), and not to the board of directors of the Company as had previously been reported.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On July 26, 2023, the Company announced that Kevin Pace had been appointed to the board of directors of the Bank, effective immediately.  Mr. Pace is the Bank’s Executive Vice President and Chief Risk Officer and will not serve on any board committee for the Bank.

There are no arrangements or understandings between Mr. Pace and any other person pursuant to which Mr. Pace became a director.  Mr. Pace is not a party to any transaction that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.


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: August 1, 2023
By:         /s/ Joseph Coccaro
 
Joseph Coccaro
 
Executive Vice President and Chief Financial Officer