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~~December 1015, 2015

POLONIA BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-35739	45-3181577
(State or other jurisdiction of Incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

3993 Huntingdon Pike, 3rd Floor, Huntingdon Valley, Pennsylvania 19006

(Address of principal executive offices) (Zip Code)

(215) 938-8800

(Registrant’s telephone number, including area code)

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:

¨ 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))

Item 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On ~~November~~December 1015, 2015, ~~Polonia Bank (the~~ ~~“Bank”),~~ the ~~wholly-owned~~Board ~~subsidiary~~of Directors of Polonia Bancorp, Inc. (the “Company”), ~~and~~approved the ~~Office~~voluntary withdrawal of the ~~Comptroller~~Company’s ofcommon ~~the~~stock, ~~Currency~~par ~~(the~~value ~~“OCC”)~~$0.01 ~~entered~~per ~~into~~share, anfrom ~~amendment~~listing (on the NASDAQ Capital Market (“~~Amendment~~NASDAQ”). toOn ~~their~~December ~~formal~~17, ~~written agreement~~2015, (the ~~“2014~~Company ~~Agreement”)~~notified ~~dated~~The ~~October~~NASDAQ 21Stock Market LLC of its intention to voluntarily withdraw the Company’s common stock, ~~2014~~par value $0.01 ~~The~~per ~~Amendment~~share, ~~relates~~from listing on NASDAQ and to ~~the~~file ~~findings~~a Notification of ~~the~~Removal ~~OCC~~from ~~following~~Listing ~~its~~and/or ~~regularly~~Registration under Section ~~scheduled~~12(b) ~~examination~~of the Securities Exchange Act of 1934 on Form 25 with the ~~Bank~~Securities ~~that~~and ~~began~~Exchange inCommission on or after December 28, 2015. The Company anticipates that the ~~second~~last ~~quarter~~day of trading for its common stock on NASDAQ will be Monday, December 28, 2015, and its common stock will be quoted beginning Tuesday, December 29, 2015 on the OTC Bulletin Board.

~~The~~Item ~~Amendment~~8.01 ~~provides,~~Other ~~among other things, that within specified time frames, the Bank will:~~Events.

•In ~~Submit~~connection to with the ~~OCC~~decision ato ~~revised~~voluntarily ~~written~~withdraw ~~compliance~~the ~~management~~Company’s ~~program~~common ~~and,~~stock ~~upon~~from ~~receipt~~listing ofon ~~no supervisory objection~~NASDAQ, ~~adopt~~the ~~and~~Company ~~implement~~issued ~~such~~a ~~program;~~press ~~and~~release.

•A ~~Engage~~copy an independent consultant to review all loans originated by the Bank’s FHA department for the calendar years 2012, 2013 and 2014 to determine compliance with the Real Estate Settlement Procedures Act of ~~1974 and regulations thereunder; submit to~~ the ~~OCC~~press release ~~the~~is ~~results~~attached ofhereto ~~the~~as Exhibit 99.1 ~~consultant’s review~~ and aincorporated ~~remediation~~herein ~~plan~~by ~~for resolving any violations found in such review; and, upon receipt of no supervisory objection, adopt and implement the remediation plan~~reference.

Articles II through X of the 2014 Agreement, which imposed substantive requirements on the Bank, remain in effect without modification. The 2014 Agreement and the Amendment and each of their provisions will remain in effect unless and until the provisions are amended, suspended, waived, or terminated in writing by the OCC.

The description of the Amendment set forth in this Item 1.01 is qualified in its entirety by the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit 1099.1 ~~Amendment~~Press torelease ~~the~~dated ~~October~~December 2117, ~~2014 Agreement by and between Polonia Bank and the Comptroller of the Currency~~2015.

Special Note Concerning Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this Current Report on Form 8-K, including forward-looking statements, speak only as of the date they are made, and the Company does not undertake any obligation to update any statement in light of new information or future events. Certain factors that could cause actual results to differ materially from expected results include delays in consummation of the withdrawal from listing, delays in commencing the over-the-counter trading, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company and Polonia Bank are engaged. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

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 ~~thereunto~~hereunto duly authorized.

	POLONIA BANCORP, INC.
Date: December 17, 2015	By:	/s/ Paul D. Rutkowski
Date: November 13, 2015	By:	/s/ Paul D. Rutkowski
		Paul D. Rutkowski
		Paul D. RutkowskiChief Financial Officer and Corporate Secretary
		Chief Financial Officer

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