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 0001391933 2024-01-01 2024-12-31
 0001391933 2024-06-30
 0001391933 2025-03-25
 thunderdome:item

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the fiscal year ended: December 31, 2024

 or

 Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the transition period from ______ to ______

 Commission File Number: 000-52694

 QUAINT OAK BANCORP, INC.

 (Exact name of Registrant as specified in its charter)

 Pennsylvania

 35-2293957

 (State or Other Jurisdiction of

 (I.R.S. Employer

 Incorporation or Organization)

 Identification Number)

 501 Knowles Avenue, Southampton, Pennsylvania

 18966

 (Address of Principal Executive Offices)

 (Zip Code)

 Registrant's telephone number, including area code: ( 215) 364-4059

 Securities registered pursuant to Section 12(b) of the Act: None

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

 Common Stock, $.01 par value per share

 Title of Class

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 YES No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 YES No

 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes NO

 Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes NO

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer
 Accelerated filer

 Non-accelerated filer
 Smaller reporting company

 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.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the e ectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES NO

 The aggregate market value of the Common Stock held by non-affiliates of the Registrant based on a closing price of $12.81 on June 30, 2019, the last day of the Registrant's second quarter was $ 16,948,450 (1,996,688 shares outstanding less 673,624 shares held by affiliates at $12.81 per share). Shares of Common Stock held by each executive officer and director and certain employee stock ownership plans have been excluded from the calculation since such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 Number of shares of Common Stock outstanding as of March 25, 2025: 2,627,323

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the definitive Proxy Statement for the 2025 Annual Meeting of Shareholders are incorporated by reference into Part III, Items 10-11 of this Form 10-K/A.

 EXPLANATORY NOTE

 This Amendment No. 1 ("Amendment No. 1") to the Annual Report on Form 10-K of Quaint Oak Bancorp, Inc. (the "Company") for the year ended December 31, 2024 as filed with the U.S. Securities and Exchange Commission on March 28, 2025 (the "Original Form 10-K"), is being filed for the sole purpose of amending Item 9B, Item 10 and Item 11 of the Original Form 10-K to include the information required by Item 408(a), Item 408(b) and Item 402(x) of Regulation S-K, respectively, which was inadvertently omitted.

 Except as described above, no other changes have been made to the Original Form 10-K, and this Amendment does not modify, amend or update in any way any of the financial or other information contained in the Original Form 10-K. This Amendment does not reflect events that may have occurred subsequent to the filing date of the Original Form 10-K.

 In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1 pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment No. 1 and it does not contain or amend any disclosure with respect to Item 307 or Item 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 1.

 Item 9B. Other Information.

 During the three months and year ended December 31, 2024, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company's common stock that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) or any "non-Rule 10b5 - 1 trading arrangement" as such term is defined in Item 408 (c) of Regulation S-K.

 Item 10. Directors and Executive Officers and Corporate Governance.

 The information required herein is incorporated by reference from the information contained in the sections captioned "Information with Respect to Nominees for Director, Continuing Directors and Executive Officers" and "Beneficial Ownership of Common Stock by Certain Owners and Management – Delinquent Section 16 (a) Reports" in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders held on May 14, 2025 ( the "Proxy Statement"), a copy of which was filed with the Securities and Exchange Commission on April 9, 2025.

 The Company has adopted a Code of Conduct and Ethics that applies to its principal executive officer and principal financial officer, as well as other officers and employees of the Company and its subsidiaries. A copy of the Code of Ethics is available on the Company's website at www.quaintoak.com.

 The Company has adopted insider trading policies and procedures regarding securities transactions (the "Insider Trading Policy") that apply to all personnel, including directors and officers of the Company and its subsidiaries. The Company follows the Insider Trading Policy when repurchasing its securities. The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of the Company's securities. A copy of the Insider Trading Policy was filed as Exhibit 19.1 to the Original Form 10 -K.

 Item 11. Executive Compensation.

 The information required herein is incorporated by reference from the information contained in the sections captioned "Information with Respect to Nominees for Director, Continuing Directors and Executive Officers – Director Compensation" and "Executive Compensation" in the Proxy Statement.

 In response to Item 402(x) of Regulation S-K, equity awards are discretionary and are granted to our directors, officers and employees by the Compensation Committee of the Board of Directors. Historically, stock options have been granted to the directors and named executive officers as well as other employees in May of the year in which the Company's Stock Incentive Plan is approved by shareholders at the annual meeting of shareholders. The Compensation Committee may approve grants to be effective at other times, including the hiring or promotion of an executive officer. The Compensation Committee has not taken into account material nonpublic information when determining the timing and terms of previous equity awards, but may do so for future grants. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Accordingly, we do not have a specific policy or practice on the timing of such awards in relation to our disclosure of material nonpublic information. The Compensation Committee did not make any awards of stock options in 2024.

 Item 15. Exhibits, Financial Statement Schedules.

 (a) (3) Exhibits

 The following exhibits are filed as part of this Amendment No. 1 pursuant to Item 601 of Regulation S-K.

 No.

 Exhibits

 Location

 31.1

 Certification of Chief Executive Officer

 Filed herewith

 31.2

 Certification of Chief Financial Officer

 Filed herewith

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 QUAINT OAK BANCORP, INC.

 June 10, 2025

 By:

 /s/ John J. Augustine

 John J. Augustine

 Executive Vice President and Chief Financial Officer