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): ~~April~~July 2720, 2023

OCONEE FEDERAL FINANCIAL CORP.

(Exact name of Registrant as specified in its charter)

Federal

(State or Other Jurisdiction
of Incorporation)

001-35033

(Commission
File Number)

32-0330122

(I.R.S. Employer
Identification No.)

201 East North Second Street, Seneca, South Carolina 29678

(Address of principal executive offices)

(864) 882-2765

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))

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 per share	OFED	The NASDAQ Stock Market, LLC
Common Stock, $0.01 par value per share	OFED	The Nasdaq Stock Market, LLC

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 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~April~~July 2720, 2023, Oconee Federal Financial Corp. (the “Company”) ~~Board~~notified the NASDAQ Stock Market of ~~Directors~~its intent to file a Notification of ~~Oconee~~Removal ~~Federal~~from ~~Financial~~Listing ~~Corp.~~and/or Registration Under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “~~Company~~Exchange Act”), ~~declared~~with athe ~~quarterly~~Securities ~~cash~~and ~~dividend~~Exchange Commission of(the ~~$0.10~~“SEC”) ~~per~~on ~~share~~or ofabout July 31, 2023 to effect the ~~Company’s~~voluntary delisting of its common stock from NASDAQ. The ~~dividend~~Company expects the delisting will be ~~payable~~effective on or about July 31, 2023. The Company also announced its intention to ~~stockholders~~terminate the registration of ~~record~~its ascommon stock under Section 12(b) of ~~May~~the ~~11,~~Exchange ~~2023,~~Act and ~~will~~to besuspend ~~paid~~its periodic reporting obligations with the SEC. The Company has applied to have its shares quoted on orthe ~~about~~OTCQX ~~May~~Market ~~25,~~following ~~2023~~NASDAQ delisting.

	Item 9.01	Financial Statements and Exhibits
	(a)	Financial Statements of businesses acquired. Not Applicable.
	(b)	Pro forma financial information. Not Applicable.
	(c)	Shell company transactions. None
	(d)	Exhibits. None

A copy of the press release announcing the Company’s intention to delist and deregister its shares of common stock is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number	Description

Exhibit 99.1	Press Release dated July 20, 2023

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.

		OCONEE FEDERAL FINANCIAL CORP.
Date: April 27, 2023	By:	/s/ John Hobbs
Date: July 20, 2023	By:	/s/ John Hobbs
		John Hobbs
		Chief Financial Officer
		(Duly Authorized Representative)

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