8-K: Generations Bancorp NY to Voluntarily Delist from Nasdaq and Deregister with SEC

Generations Bancorp NY, Inc. has announced its decision to voluntarily delist from the Nasdaq Stock Market and deregister its common stock with the Securities and Exchange Commission.

Summary

• Generations Bancorp NY, Inc. has decided to voluntarily delist its common stock from the Nasdaq Stock Market.
• The company will file a Form 25 with the SEC on October 4, 2024, to initiate the delisting process.
• Trading on Nasdaq is expected to cease on October 4, 2024.
• The company's stock is expected to begin trading on the OTCQX Market on October 7, 2024, under the same ticker symbol GBNY.
• Generations Bancorp also intends to deregister its common stock with the SEC by filing a Form 15 on or about October 14, 2024.
• Upon filing Form 15, the company's obligation to file periodic reports with the SEC will be suspended immediately.
• The obligation to file periodic reports will terminate 90 days after the Form 15 is filed.
• The company will continue to provide shareholders with an annual report containing audited consolidated financial statements.
• Quarterly interim financial information will be available on the company's website.
• The Bank will continue to file quarterly Call Reports with the Federal Deposit Insurance Corporation.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly negative as the company is delisting from a major exchange, which could be seen as a negative signal, but the company is taking steps to continue to provide information to shareholders.

Positives

• The company will continue to provide shareholders with an annual report containing audited consolidated financial statements.
• Quarterly interim financial information will be available on the company's website.
• The Bank will continue to file quarterly Call Reports with the Federal Deposit Insurance Corporation.
• The company expects to retain the same ticker symbol GBNY on the OTCQX market.

Negatives

• The company will no longer be listed on the Nasdaq Stock Market.
• The company will no longer be required to file periodic reports with the SEC after deregistration.

Risks

• The company's ability to effect the termination of its obligation to file periodic reports with the SEC is a risk.
• Changes in the interest rate environment could impact the company.
• Changes in general economic conditions could affect the company.
• Legislative and regulatory changes could adversely affect the business.
• Changes in the securities markets could impact the company.

Future Outlook

The company expects its common stock to be quoted on the OTCQX Market beginning on October 7, 2024, and will continue to provide annual reports and quarterly financial information on its website. The Bank will also continue to file quarterly Call Reports with the FDIC.

Management Comments

• The company has notified Nasdaq of its intent to voluntarily delist and withdraw the registration of its common stock with the SEC.
• The company intends to file a Form 25 with the SEC on October 4, 2024.
• The company expects its common stock will be quoted on the OTCQX Market beginning on October 7, 2024.
• The company also intends to file a Form 15 with the SEC on or about October 14, 2024.

Industry Context

Delisting from major exchanges and moving to OTC markets can be a strategic decision for smaller companies to reduce compliance costs and reporting burdens. This move is not uncommon for smaller banks and financial institutions.

Comparison to Industry Standards

• Many smaller financial institutions have chosen to delist from major exchanges to reduce costs and regulatory burdens.
• Companies like Generations Bancorp often find the reporting requirements of exchanges like Nasdaq to be disproportionately burdensome compared to the benefits.
• Moving to the OTCQX market is a common alternative for companies seeking to maintain a public trading venue without the same level of regulatory oversight.
• This move is similar to other small cap companies that have chosen to deregister with the SEC to reduce costs.

Stakeholder Impact

• Shareholders will see their stock move from Nasdaq to the OTCQX Market.
• Shareholders will continue to receive annual reports and quarterly financial information.
• The company will no longer be required to file periodic reports with the SEC, which may reduce transparency.

Next Steps

• The company will file a Form 25 with the SEC on October 4, 2024.
• The company's stock will begin trading on the OTCQX Market on October 7, 2024.
• The company will file a Form 15 with the SEC on or about October 14, 2024.

Key Dates

Keywords

delisting, deregistration, Nasdaq, OTCQX, SEC, Form 25, Form 15, Generations Bancorp, GBNY, stock market