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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 20, 2024

Catalyst Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Louisiana

001-40893

86-2411762

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

235 N. Court Street, Opelousas, Louisiana

70570

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(337) 948-3033

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

CLST

Nasdaq Capital Market

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 4.01 Changes in Registrant’s Certifying Accountant

The Board of Directors of Catalyst Bancorp, Inc. (the “Company”), through its Audit Committee (the “Audit Committee”) conducted a competitive process to determine the Company’s independent registered public accounting firm commencing with the Company’s fiscal year ending December 31, 2025. The Audit Committee invited several independent registered public accounting firms to participate in this process.

Following review of proposals from the independent registered public accounting firms that participated in the process, on November 20, 2024, upon recommendation from the Audit Committee, the Board of Directors of the Company approved the engagement of HORNE LLP (“HORNE”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025, subject to the completion of HORNE’s standard client acceptance procedures and execution of an engagement letter. Castaing, Hussey & Lolan, LLC (“CHL”), the Company’s current independent registered public accounting firm, will continue as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

CHL’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through November 20, 2024, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and CHL on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to CHL’s satisfaction, would have caused CHL to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Before filing this Form 8-K with the Securities and Exchange Commission (“SEC”), the Company provided CHL with a copy of the disclosures contained in this Item 4.01, and the Company requested that CHL furnish a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of CHL’s letter, dated November 26, 2024, is filed as Exhibit 16.1 to this Form 8-K.

During the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through November 20, 2024, neither the Company nor anyone on its behalf has consulted with HORNE regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that HORNE concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

2

ITEM 9.01 Financial Statements and Exhibits

(d)Exhibits

The following exhibits are included herein:

Exhibit Number

Description

16.1

Letter from Castaing, Hussey & Lolan, LLC

104

Cover Page Interactive Data File. Embedded within the Inline XBRL document.

3

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.

CATALYST BANCORP, INC.

Date:

November 26, 2024

By:

/s/ Joseph B. Zanco

Joseph B. Zanco

President and Chief Executive Officer

4

EXHIBIT 16.1

November 26, 2024

Securities and Exchange Commission

100 F Street, NE

Washington, D. C. 20549-7561

Dear Sirs/Madams:

We have read Item 4.01 of Catalyst Bancorp, Inc.’s Form 8-K dated November 26, 2024, and we agree with the statements concerning our firm contained therein.

We have no basis to agree or disagree with any other matters reported therein.

Respectfully,

/s/ Castaing, Hussey & Lolan, LLC

New Iberia, Louisiana


v3.24.3
Document and Entity Information
Nov. 20, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Nov. 20, 2024
Entity Registrant Name Catalyst Bancorp, Inc.
Entity Incorporation, State or Country Code LA
Entity File Number 001-40893
Entity Tax Identification Number 86-2411762
Entity Address, Address Line One 235 N. Court Street
Entity Address, City or Town Opelousas
Entity Address State Or Province LA
Entity Address, Postal Zip Code 70570
City Area Code 337
Local Phone Number 948-3033
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol CLST
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001849867
Amendment Flag false

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