UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

AMENDMENT
NO.1



[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal ended December 31, 2019.



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: 000-55005



SUNNYSIDE
BANCORP, INC.

(Exact
name of registrant as specified in its charter)



|Maryland                                                                               |  | 46-3001280                                                     
|-------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------
|(State
        or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
        Employer
        Identification
        Number)



|56
    Main Street, Irvington, New York      |  | 10533         
|-------------------------------------------- |  | --------------
|(Address
    of principal executive offices) |  | (Zip
    Code)



Registrant’s
telephone number, including area code: (914) 591-8000



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



|(Title
    of each class to be registered) |  | (Name
        of each exchange on which
        each
        class is to be registered)
|------------------------------------------ |  | ---------------------------------------------------------------------------------------



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



Common
Stock, par value $0.01 per share



Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [  ]
NO [X]



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 [X]



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 [X] 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
and post such files). YES [X] 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 [X]    | Smaller
    reporting company [X]
|                                 |                                  
|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 is a shell company (as defined in Rule 12b-2 of the Act). YES [  ] NO [X]



The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant based on the closing
price ($12.95) as of June 28, 2019 was $8,909,859.



As
of March 23, 2020, there were 793,500 issued and outstanding shares of the Registrant’s Common Stock.



DOCUMENTS
INCORPORATED BY REFERENCE:



None.


















INDEX



|             | Explanatory Note                                                                                | 3 
|------------ | ----------------------------------------------------------------------------------------------- | --
|             |                                                                                                 |   
|             | Part III                                                                                        |   
|             |                                                                                                 |   
|Item
    10. | Directors, Executive Officers and Corporate Governance                                          | 4 
|Item
    11. | Executive Compensation                                                                          | 7 
|Item
    12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters | 11
|Item
    13. | Certain Relationships and Related Transactions, and Director Independence                       | 13
|Item
    14. | Principal Accounting Fees and Services                                                          | 13
|             |                                                                                                 |   
|             | Part IV                                                                                         |   
|             |                                                                                                 |   
|Item
    15. | Exhibits and Financial Statement Schedules                                                      | 14



2







EXPLANATORY
NOTE



The
purpose of this Amendment No. 1 to the Annual Report on Form 10-K (the “Amendment”) is to amend and restate Part III,
Items 10 through 14 of the previously filed Annual Report on Form 10-K of Sunnyside Bancorp, Inc. (the “Company”)
for the year ended December 31, 2019, filed with the Securities and Exchange Commission on March 27, 2020, to include information
previously omitted in reliance on General Instruction G(3) to Form 10-K, which provides that registrants may incorporate by reference
certain information from a definitive proxy statement prepared in connection with the election of directors within 120 days after
the fiscal year end. The Company has determined to include such Part III information by amendment of the Annual Report on Form
10-K rather than incorporation by reference to the proxy statement. Accordingly, Part III is hereby amended and restated as set
forth below.



As
a result of this Amendment, the Company is also filing the certifications required under Section 302 of the Sarbanes-Oxley Act
of 2002 as exhibits to this Amendment.



Except
as described above, no other changes have been made to the Annual Report on Form 10-K and this Amendment does not reflect events
occurring after the filing of the Form 10-K and no attempt has been made in this Amendment to modify or update other disclosures
as presented in the Form 10-K.



3







PART
III



ITEM
10. Directors, Executive Officers and Corporate Governance



The
Company’s Board of Directors is comprised of six members. The Company’s bylaws provide, and the terms of the Company’s
Board of Directors are classified so, that approximately one-third of the directors are to be elected annually.



The
table below sets forth certain information regarding the composition of the Company’s Board of Directors, including
the terms of office of each director.



|Name                 |  | Age at April 17, 2020 |  | Position                                                     |  | Term to Expire |  | Director Since(1)
|-------------------- |  | --------------------- |  | ------------------------------------------------------------ |  | -------------- |  | -----------------
|                    
|Gerardina Mirtuono   |  | 55                    |  | Senior Vice President, Chief Operating Officer and Director  |  | 2020           |  | 2011             
|Timothy D. Sullivan  |  | 66                    |  | President, Chief Executive Officer and Chairman of the Board |  | 2020           |  | 2008             
|William Boeckelman   |  | 74                    |  | Director                                                     |  | 2021           |  | 1991             
|Desmond Lyons        |  | 52                    |  | Director                                                     |  | 2021           |  | 2012             
|Deborah J. Elliot    |  | 61                    |  | Director                                                     |  | 2022           |  | 2006             
|Walter G. Montgomery |  | 74                    |  | Director                                                     |  | 2022           |  | 2015             








|(1) | Includes
    service on the Board of Directors of Sunnyside Federal Savings and Loan Association of Irvington.
|--- | --------------------------------------------------------------------------------------------------------------



The
Business Background of the Company’s Directors and Executive Officers



The
business experience for the past five years of each of the Company’s directors and executive officers is set forth below.
With respect to directors, the biographies also contain information regarding the person’s experience, qualifications, attributes
or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that the person
should serve as a director. Each director is also a director of Sunnyside Federal Savings and Loan Association of Irvington (the
“Bank”). Unless otherwise indicated, directors and executive officers have held their positions for the past five
years.



Directors



Gerardina
Mirtuono is Senior Vice President and Chief Operating Officer of Sunnyside Federal, positions she has held since joining
Sunnyside Federal in March 2010. From March 2008 until March 2010, Ms. Mirtuono was senior vice president and chief compliance
officer for The Park Avenue Bank, New York City. Prior to this position, from 2001 until 2008 Ms. Mirtuono was senior vice president
and chief compliance officer for Union State Bank, Orangeburg, New York. Ms. Mirtuono has over 30 years of financial institutions
experience, and this experience provides the Board with broad financial industry knowledge and experience.



4







Timothy
D. Sullivanis President and Chief Executive Officer of Sunnyside Federal, positions he has held since joining Sunnyside
Federal in January 2008. Prior to this, from 1995 until 2007, Mr. Sullivan held positions of increasing responsibility at Amalgamated
Bank, New York City, where he rose to the level of executive vice president. Mr. Sullivan has over 35 years of experience in the
financial institutions industry, including extensive experience in all areas of commercial, residential and consumer lending.
For the first 14 years of his banking career, Mr. Sullivan had positions of increasing responsibility at Chase Manhattan Bank,
including serving as a regional vice president with responsibility for a 17-branch network and a team leader in the credit audit
department. Mr. Sullivan provides the Board with a broad perspective on banking as well as insight into the day to day operations
of Sunnyside Federal.



William
Boeckelmanis a licensed real estate broker with Coldwell Banker Residential Brokerage, a position he has held since 1995.
Mr. Boeckelman has owned businesses and/or lived in Irvington, New York since 1978, having owned The Cantina restaurant, located
in Irvington, from 1978 until 1995. Mr. Boeckelman has been an active member of the community for over 35 years. His expertise
in both the local residential real estate market and the local business environment provide a value perspective for Sunnyside
Federal.



Desmond
Lyonsis a founding partner of Lyons McGovern, LLP, a law firm with offices in White Plains, New York and New York City.
Mr. Lyons’ practice focuses on commercial contracts and litigation; employment law; shareholder disputes; corporate dissolution;
negligence defense; insurance coverage issues; real estate and municipal law.



Mr.
Lyons is actively involved in the community and currently serves as Village Justice for the Village of Irvington, and is a former
Village Prosecutor for the Village of Irvington, Village of Elmsford and the Village of Ardsley. Additionally, Mr. Lyons serves
on the Lawyer’s Committee for the Inner City Scholarship Fund. Mr. Lyons brings to the Board a strong legal background from
his career as a practicing attorney and strong ties to the community from his service in local government.



Deborah
J. Elliotis, since 2006, a self-employed financial consultant, advising individuals primarily in the areas of wealth
management, debt financing, and financial planning. Prior to 2006, Ms. Elliot was employed by JPMorgan Chase (and its predecessor
institution Chase Manhattan Bank) for 21 years, working primarily on financing transactions for public and private companies as
well as wealthy individuals who invest in them. Ms. Elliot rose to the level of Managing Director within the JPMorgan Private
Bank in 2000, and was Head of the U.S. Private Bank Capital Advisory Business from 2003 through 2005. Ms. Elliot’s broad
experience in the areas of loan origination, credit structuring and risk management, and client management provide the Board and
the Audit Committee with valuable financial industry expertise.



Walter
G. Montgomery retired in 2014 as Chief Executive Officer of Finsbury, a global firm that designs and implements communications
programs. Mr. Montgomery was a co-founder and CEO of Robinson, Lerer & Montgomery (“RLM”), which merged with Finsbury
in 2011. During his 27-year tenure at RLM and then Finsbury, Mr. Montgomery specialized in developing and executing communications
strategies for some of the world’s leading companies across a wide range of industries in the U.S. and internationally.
Mr. Montgomery also focused on the financial sector, including large money-center and other banks, and early in his career was
Senior Vice-President of Global Communications for American Express Company. Mr. Montgomery is Chairman of the Board of Abbott
House, a nonprofit organization and is a former director of three nonprofit organizations: Project HOPE, the YMCA of Greater New
York and Union Settlement Association. He is also a member and past Chairman of the Advisory Board of the Maxwell School of Citizenship
and Public Affairs at Syracuse University.



5







A
veteran of the U.S. Army, Mr. Montgomery holds Ph.D. and M.A. degrees in Chinese history from Brown University, and a B.A. in
political science from Syracuse University.



Mr.
Montgomery offers valuable management experience, a unique entrepreneurial perspective and a wide range of business knowledge
that provides a valuable resource to the Board of Directors.



Executive
Officer Who is Not Also a Director



Edward
J. Lipkus, III,age 56, since May 2014 has served as our Chief Financial Officer. Prior to this appointment, most recently
Mr. Lipkus served as chief financial officer of First National Community Bancorp, Dunmore, Pennsylvania from September 2010 until
August 2012. Prior to this position, from August 2006 until August 2009, Mr. Lipkus served as chief financial officer for First
Commonwealth Financial Corporation, Indiana, Pennsylvania. Mr. Lipkus is a certified public accountant and has over 30 years of
financial institution experience.



Section
16(a) Beneficial Ownership Reporting Compliance



The
Company’s common stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934. The Company’s
executive officers and directors and beneficial owners of greater than 10% of the Company’s common stock (“10% beneficial
owners”) are required to file reports with the SEC disclosing beneficial ownership and changes in beneficial ownership of
the Company’s common stock. SEC rules require disclosure in the Company’s Proxy Statement and Annual Report on Form
10-K of the failure of an executive officer, director or 10% beneficial owner to file such forms on a timely basis. Based on the
Company’s review of ownership reports and management questionnaires, the Company believes that none of the Company’s
executive officers or directors failed to file these reports on a timely basis during 2019.



Code
of Ethics



The
Company has adopted a Code of Ethics that is applicable to the Company’s principal executive officer, principal financial
officer, principal accounting officer or controller, and persons performing similar functions. This Code is designed to deter
wrongdoing and to promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and
compliance with all applicable laws, rules and regulations. There were no amendments made to or waivers from the Company’s
Code of Ethics in 2019. Persons interested in obtaining a copy of the Code of Ethics may do so by writing to the Company at: Sunnyside
Bancorp, Inc., 56 Main Street, Irvington, New York 10533, Attention, Corporate Secretary.



Procedures
for the Recommendation of Director Nominees by Stockholders



There
have been no changes to the procedures by which stockholders can recommend nominees to the Board of Directors since such procedures
were previously disclosed in the Company’s Proxy Statement for its 2019 Annual Meeting of Stockholders.



Audit
Committee



The
Company’s Audit Committee consists of directors Deborah J. Elliot, who serves as Chairperson, William Boeckelman and Walter
G. Montgomery, each of whom is “independent” under the Nasdaq corporate governance listing standards and SEC Rule
10A-3. The Board has determined that Ms. Elliot qualifies as an “audit committee financial expert” as that term is
used in the rules and regulations of the SEC.



6







Item
11. Executive Compensation.



Summary
Compensation Table.The table below sets forth the total compensation paid to or earned by our President and Chief Executive
Officer, Timothy D. Sullivan, Gerardina Mirtuono, our Senior Vice President and Chief Operating Officer, and Edward J. Lipkus,
III, our Vice President and Chief Financial Officer, for the years ended December 31, 2019 and 2018. Each individual listed in
the table below is referred to as a named executive officer.



|Name and principal position                       |  | Year |  |  | Salary ($) |         |  | Bonus(1) ($) |  |   | All other compensation(2)($) |  |  | Total ($) | 
|------------------------------------------------- |  | ---- |  |  | ---------- | ------- |  | ------------ |  | - | ---------------------------- |  |  | --------- | 
|Timothy D. Sullivan                               |  | 2019 |  |  |            | 224,400 |  |              |  | ― |                              |  |  | 18,321    | 
|President and Chief Executive Officer             |  | 2018 |  |  |            | 224,400 |  |              |  | ― |                              |  |  | 18,256    | 
|                                                  |  |      |  |  |            |         |  |              |  |   |                              |  |  |           | 
|Gerardina Mirtuono                                |  | 2019 |  |  |            | 162,000 |  |              |  | ― |                              |  |  | 13,227    | 
|Senior Vice President and Chief Operating Officer |  | 2018 |  |  |            | 162,000 |  |              |  | ― |                              |  |  | 13,179    | 
|                                                  |  |      |  |  |            |         |  |              |  |   |                              |  |  |           | 
|Edward J. Lipkus, III                             |  | 2019 |  |  |            | 144,175 |  |              |  | ― |                              |  |  | 7,169     | 
|Vice President and Chief Financial Officer        |  | 2018 |  |  |            | 144,175 |  |              |  | ― |                              |  |  | 6,976     | 










|(1) | There
    were no bonuses paid to the named executive officers.                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------
|(2) | A
    break-down of the various elements of compensation in this column for 2019 is set forth in the following table:



|Name                  |  | Employer Contributions to 401(k) Plan ($) |       |  | ESOP Allocation ($) |  |       | Life Insurance Premiums Paid ($) |  |  | Total
                                                                                                                                                                                                  All Other
 Compensation ($) | 
|--------------------- |  | ----------------------------------------- | ----- |  | ------------------- |  | ----- | -------------------------------- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Timothy D. Sullivan   |  |                                           | 6,732 |  |                     |  | 9,418 |                                  |  |  | 2,171                                                                                                                                                                                                                               | 
|Gerardina Mirtuono    |  |                                           | 4,860 |  |                     |  | 6,800 |                                  |  |  | 1,567                                                                                                                                                                                                                               | 
|Edward J. Lipkus, III |  |                                           | 150   |  |                     |  | 6,052 |                                  |  |  | 967                                                                                                                                                                                                                                 | 



Benefit
Plans and Agreements



Employment
Agreements



Sunnyside
Bancorp and Sunnyside Federal have entered into employment agreements with each of Timothy D. Sullivan, our President and Chief
Executive Officer, Gerardina Mirtuono, our Senior Vice President and Chief Operating Officer, and Edward Lipkus, our Vice President
and Chief Financial Officer.



The
employment agreements, as amended, have substantially similar terms except for the term of the agreements. The agreements for
Mr. Sullivan and Ms. Mirtuono each have a three-year term and the agreement for Mr. Lipkus has a one-year term. Commencing on
the first anniversary of the agreements and on each subsequent anniversary thereafter, the agreements will be renewed for an additional
year so that the remaining term will be three years (one year for Mr. Lipkus), provided that prior to each renewal, the disinterested
members of the board have reviewed and approved the extension. The current base salaries for Mr. Sullivan, Ms. Mirtuono and Mr.
Lipkus are $224,000, $162,000 and $144,175, respectively. In addition to the base salary, each agreement provides for, among other
things, participation in bonus programs, if any, and other fringe benefit plans, if any, applicable to executive employees. The
executive’s employment may be terminated for cause at any time, in which event the executive would have no right to receive
compensation or other benefits for any period after termination.



7







Certain
events resulting in the executive’s termination or resignation entitle the executive to payments of severance benefits following
termination of employment. In the event of the executive’s involuntary termination for reasons other than for cause, disability
or retirement, or in the event the executive resigns during the term of the agreement following: (i) for Mr. Sullivan only (and
not Ms. Mirtuono and Mr. Lipkus), failure to elect or reelect or to appoint or reappoint the executive to the executive position;
(ii) a material change in the nature or scope of the executive’s authority resulting in a reduction of the responsibility,
scope, or importance of executive’s position; (iii) relocation of executive’s office by more than 15 miles; (iv) a
material reduction in the base salary or benefits paid to the executive unless such reduction is employer-wide; (v) a liquidation
or dissolution of Sunnyside Federal; or (vi) a material breach of the employment agreement by Sunnyside Federal, then the executive
would be entitled to a severance payment in the form of a cash lump sum equal to the base salary the executive would be entitled
to receive for the remaining unexpired term of the employment agreement and continuation of non-taxable medical and dental coverage,
with the executive paying his or her share of the employee premiums, for the remaining unexpired term of the agreement. Internal
Revenue Code Section 409A may require that a portion of the above payments cannot be made until six months after termination of
employment if the executive is a “key employee” under IRS rules.



In
the event of a change in control of Sunnyside Federal or Sunnyside Bancorp, followed by executive’s involuntary termination
or resignation for one of the reasons set forth above (or for any reason other than cause, in the case of Ms. Mirtuono and Mr.
Lipkus) within twelve (12) months thereafter, the executive would be entitled to a severance payment in the form of a cash lump
sum equal to the base salary the executive would be entitled to receive for the remaining unexpired term of the employment agreement,
provided that the amount of the payment will not be less than eighteen (18) months (twelve (12) months for Mr. Lipkus) of base
salary and the executive would be entitled to the continuation of non-taxable medical and dental coverage, with the executive
paying his or her share of the employee premiums, for eighteen (18) months (twelve (12) months for Mr. Lipkus). In addition, upon
the occurrence of a change in control, the executive will become fully vested in all restricted stock awards and the term of each
executive’s employment agreement will automatically renew as follows: three (3) years for each of Mr. Sullivan and Ms. Mirtuono
and one (1) year for Mr. Lipkus. In the event payments made to the executive include an “excess parachute payment”
as defined in Section 280G of the Internal Revenue Code, such payments will be cutback by the minimum dollar amount necessary
to avoid this result.



Upon
termination of the executive’s employment (other than a termination in connection with a change in control), the executive
shall be subject to certain restrictions on his or her ability to compete, or to solicit business or employees of Sunnyside Federal
and Sunnyside Bancorp for a period of one year following termination of employment. The employment agreements also provide for
disability benefits.



2014
Equity Incentive Plan. In 2014, our stockholders approved the 2014 Equity Incentive Plan to provide employees and directors
of Sunnyside Bancorp and Sunnyside Federal with additional incentives to promote the growth and performance of Sunnyside Bancorp
and to further align the interests of our directors and management with the interests of our stockholders by increasing the ownership
interests of directors and management in the common stock of Sunnyside Bancorp. The 2014 Equity Incentive Plan is administered
by the Compensation Committee. The 2014 Equity Incentive Plan authorizes the issuance of up to 103,155 shares of common stock,
of which up to 79,350 shares of common stock may be delivered pursuant to the exercise of stock options and 23,805 shares of common
stock may be issued pursuant to grants of restricted stock awards.



8







The
Compensation Committee may determine the type and terms and conditions of the awards under the 2014 Equity Incentive Plan, which
will be set forth in an award agreement delivered to each recipient. Awards may be granted in a combination of incentive and non-qualified
stock options or restricted stock. Unless otherwise specified in the recipient’s award agreement, all awards will vest upon
death, disability or involuntary termination of employment or termination of service as a director following a change in control.



To
date, the only grant of awards under the 2014 Equity Incentive Plan occurred on June 16, 2015 and included 10,500 restricted stock
awards with twenty percent (20%) vesting annually over five years.



401(k)
Plan. Sunnyside Federal maintains the Sunnyside Federal Savings and Loan Association of Irvington 401(k) Profit-Sharing
Plan, a tax-qualified defined contribution plan for eligible employees (the “401(k) Plan”). Sunnyside Federal’s
named executive officers are eligible to participate in the 401(k) Plan just like any other employee. Employees are eligible to
participate in the 401(k) Plan on the first day of the month coinciding with or immediately following their date of hire. There
is no minimum age or service requirement to participate in the 401(k) Plan or to receive employer contributions.



Under
the 401(k) Plan a participant may elect to defer, on a pre-tax basis, the maximum amount as permitted by the Internal Revenue
Code. In addition to salary deferral contributions, Sunnyside Federal will make a matching contribution equal to 50% of the participant’s
salary deferral contributions for the plan year that is not in excess of 6% of the participant’s annual salary. A participant
is always 100% vested in his or her salary deferral contributions and employer matching contributions. Generally, unless the participant
elects otherwise, the participant’s account balance will be distributed as a result of a participant’s termination
of employment with Sunnyside Federal.



During
the year ended December 31, 2019, Sunnyside Federal recognized $19,000 as a 401(k) Plan expense.



Defined
Benefit Pension Plan.Sunnyside Federal maintains a defined benefit pension plan (the “Pension Plan”). The
amount of the Pension Plan benefit is based on an individual’s compensation and years of service. Effective April 15, 2008,
the annual benefit provided to employees under the Pension Plan was frozen. During the year ended December 31, 2019, Sunnyside
Federal recognized a pension expense of $65,300.



Employee
Stock Ownership Plan.Sunnyside Federal sponsors an employee stock ownership plan (“ESOP”) for eligible employees.
Sunnyside Federal’s named executive officers are eligible to participate in the ESOP just like any other employee. Eligible
employees who have attained age 21 are eligible for participation in the ESOP on the first entry date commencing on or after the
eligible employee’s completion of 1,000 hours of service during a continuous 12-month period.



The
ESOP trustee purchased, on behalf of the employee stock ownership plan, 55,545 shares of Sunnyside Bancorp common stock in the
initial stock offering. The purchase was funded with a loan from Sunnyside Bancorp equal to the aggregate purchase price of the
common stock. The loan will be repaid principally through Sunnyside Federal’s contribution to the employee stock ownership
plan and dividends payable on common stock held by the employee stock ownership plan over the anticipated 25-year term of the
loan.



9







The
trustee holds the shares purchased by the employee stock ownership plan in an unallocated suspense account, and shares are released
from the suspense account on a pro-rata basis as we repay the loan. The trustee allocates the shares released among participants
on the basis of each participant’s proportional share of compensation relative to all participants. A participant becomes
vested in his or her account balance at a rate of 20% per year over a 6-year period, beginning in the second year. Participants
also will become fully vested automatically upon normal retirement, death or disability, a change in control, or termination of
the employee stock ownership plan. Generally, participants will receive distributions from the employee stock ownership plan upon
separation from service. The employee stock ownership plan reallocates any unvested shares forfeited upon termination of employment
among the remaining participants.



Under
applicable accounting requirements, Sunnyside Federal records a compensation expense for the employee stock ownership plan at
the fair market value of the shares as they are committed to be released from the unallocated suspense account to participants’
accounts, which may be more or less than the original issue price. The compensation expense resulting from the release of the
common stock from the suspense account and allocation to plan participants results in a corresponding reduction in Sunnyside Bancorp’s
earnings.



Outstanding
Equity Awards at Fiscal Year-End



The
following table sets forth information with respect to our outstanding equity awards as of December 31, 2019 for our named executive
officers.



|                      |  | Stock Awards (1)                                               |      
|--------------------- |  | -------------------------------------------------------------- | -----
|Name                  |  | Number of Shares or Units of Stock That Have Not Vested (#)(2) |      
|Timothy D. Sullivan   |  |                                                                | 1,100
|Gerardina Mirtuono    |  |                                                                | 750  
|Edward J. Lipkus, III |  |                                                                | 250  










|(1) | All
    equity awards noted in this table were granted pursuant to the Company’s 2014 Equity Incentive Plan, and represent all
    awards held at April 15, 2020 by the named executive officers.     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Restricted
    stock vests at the rate of 20% per year commencing June 16, 2016, one year from the date of grant, and continuing on each
    anniversary thereafter through June 16, 2020.            
|(3) | Reflects
    the closing market price of the stock on December 31, 2019 ($13.00) multiplied by the number of shares of unvested restricted
    stock held by the named executive officer on such date.



Director
Compensation



The
following table sets forth for the year ended December 31, 2019 certain information as to the total remuneration we paid to our
directors other than Timothy D. Sullivan and Gerardina Mirtuono. Timothy D. Sullivan and Gerardina Mirtuono do not receive additional
compensation for their service as a director. Information with respect to compensation paid to Timothy D. Sullivan and Gerardina
Mirtuono is included above in “Executive Officer Compensation – Summary Compensation Table.”



10









|Name                 |  | Fees earned
        or paid in
        cash
        ($) |        |  | Total
        ($) | 
|-------------------- |  | ------------------------------------------------------- | ------ |  | ----------------- | 
|William Boeckelman   |  |                                                         | 16,000 |  |                   | 
|Deborah J. Elliot    |  |                                                         | 16,000 |  |                   | 
|Desmond Lyons        |  |                                                         | 14,400 |  |                   | 
|Walter G. Montgomery |  |                                                         | 16,000 |  |                   | 



Director
Fees



Each
person who serves as a director of Sunnyside Bancorp also serves as a director of Sunnyside Federal and earns director and committee
fees only in his or her capacity as a board or committee member of Sunnyside Federal.



Each
individual who serves as a director of Sunnyside Federal earns annual attendance and committee fees. For the year ended December
31, 2019, each director was paid a fee of $1,200 for each board meeting attended. Additionally, for each Audit Committee meeting
attended, each director was paid a fee of $400 if the director served as a member of the committee.



Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



Persons
and groups who beneficially own in excess of five percent of the Company’s common stock are required to file certain reports
with the Securities and Exchange Commission (the “SEC”) regarding such ownership. The following table sets forth,
as of April 27, 2020, the shares of common stock beneficially owned by the Company’s named executive officers and directors
individually, by executive officers and directors as a group, and by each person or group known by us to beneficially own in excess
of five percent of the Company’s common stock.



11









|Name and Address of Beneficial Owners                                                                                              |  | Amount of Shares Owned and Nature of Beneficial 
Ownership (1) |        |     | Percent of Shares of Common Stock
 Outstanding | 
|---------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------- | ------ | --- | ---------------------------------------------- | 
|                                                                                                                                   |  |                                                                |        |     |                                                | 
|Five Percent Stockholders:                                                                                                         |  |                                                                |        |     |                                                | 
|                                                                                                                                   |  |                                                                |        |     |                                                | 
|Maltese Capital Management LLC (2) 150 East 52nd Street, 30th Floor New York, New York 10022                                       |  |                                                                | 64,871 |     |                                                | 
|                                                                                                                                   |  |                                                                |        |     |                                                | 
|Sunnyside Federal Savings and Loan Association of Irvington Employee Stock Ownership Plan 56 Main Street Irvington, New York 10533 |  |                                                                | 55,062 |     |                                                | 
|                                                                                                                                   |  |                                                                |        |     |                                                | 
|M3 Partners LP (3)                                                                                                                 |  |                                                                |        |     |                                                | 
|10 Exchange Place, Suite 510                                                                                                       |  |                                                                |        |     |                                                | 
|Salt Lake City, Utah 84111                                                                                                         |  |                                                                | 78,351 |     |                                                | 
|                                                                                                                                   |  |                                                                |        |     |                                                | 
|Directors, Nominees and Executive Officers:(4)                                                                                     |  |                                                                |        |     |                                                | 
|                                                                                                                                   |  |                                                                |        |     |                                                | 
|William Boeckelman                                                                                                                 |  |                                                                | 7,492  |     |                                                | 
|Deborah J. Elliot                                                                                                                  |  |                                                                | 7,500  |     |                                                | 
|Desmond Lyons                                                                                                                      |  |                                                                | 1,050  |     |                                                | 
|Gerardina Mirtuono                                                                                                                 |  |                                                                | 7,915  | (5) |                                                | 
|Timothy D. Sullivan                                                                                                                |  |                                                                | 21,844 | (6) |                                                | 
|Edward J. Lipkus                                                                                                                   |  |                                                                | 3,308  | (7) |                                                | 
|Walter G. Montgomery                                                                                                               |  |                                                                | 2,540  |     |                                                | 
|                                                                                                                                   |  |                                                                |        |     |                                                | 
|All Directors, Nominees and Executive Officers as a Group (7 persons)                                                              |  |                                                                | 51,647 |     |                                                | 














|*   | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | In
    accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes
    of this table, of any shares of Common Stock if he or she has shared voting or investment power with respect to such security,
    or has a right to acquire beneficial ownership at any time within 60 days from the Record Date. As used herein, “voting
    power” is the power to vote or direct the voting of shares, and “investment power” is the power to dispose
    or direct the disposition of shares. The shares set forth above for directors and executive officers include all shares held
    directly, as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals
    effectively exercise sole or shared voting and investment power.
|(2) | Based
    on a Schedule 13G/A filed jointly with the SEC on February 3, 2017 by (i) Maltese Capital Management LLC, a New York limited
    liability company (“MCM”) and (ii) Terry Maltese, Managing Member of MCM.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(3) | Based
    on a Schedule 13G/A filed jointly with the SEC on February 14, 2020 by (i) M3 Funds, LLC, a Delaware limited liability company;
    (ii) M3 Partners, LP, a Delaware limited partnership; (iii) M3F, Inc, a Utah corporation; (iv) Jason A. Stock; and (v) William
    C. Waller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(4) | The
    business address of each director, nominee and executive officer is 56 Main Street, Irvington, New York 10533.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(5) | Includes
    3,167 shares allocated to Ms. Mirtuono’s ESOP account and 3,750 shares of restricted stock over which Ms. Mirtuono has
    voting control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(6) | Includes
    4,472 shares allocated to Mr. Sullivan’s ESOP account and 5,500 shares of restricted stock over which Mr. Sullivan has
    voting control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(7) | Includes
    2,058 shares allocated to Mr. Lipkus’ ESOP account and 1,250 shares of restricted stock over which Mr. Lipkus has voting
    control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



Securities
Authorized for Issuance Under Equity Compensation Plans



In
2014, our stockholders approved the 2014 Equity Incentive Plan which authorizes the issuance of up to 103,155 shares of common
stock, of which up to 79,350 shares of common stock may be delivered pursuant to the exercise of stock options and 23,805 shares
of common stock may be issued pursuant to grants of restricted stock awards.



12







To
date, the only grant of awards under the 2014 Equity Incentive Plan occurred on June 16, 2015 and included 10,500 restricted stock
awards with twenty percent (20%) vesting annually over five years.



Item
13. Certain Relationships and Related Transactions, and Director Independence.



Transactions
with Certain Related Persons



In
the ordinary course of business, Sunnyside Federal makes loans available to its directors, officers and employees. These loans
are made in the ordinary course of business on substantially the same terms, including interest rate and collateral, as those
prevailing at the time for comparable loans to other borrowers not related to Sunnyside Federal. Management believes that these
loans neither involve more than the normal risk of collectability nor present other unfavorable features.



The
Sarbanes-Oxley Act of 2002 generally prohibits us from making loans to the Company’s executive officers and directors, but
it contains a specific exemption from such prohibition for loans made by Sunnyside Federal to the Company’s executive officers
and directors in compliance with federal banking regulations. At December 31, 2019, all of Sunnyside Federal’s loans to
directors and executive officers were made in the ordinary course of business, were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable loans to persons not related to Sunnyside Federal,
and did not involve more than the normal risk of collectability or present other unfavorable features.



Board
Independence



The
Board of Directors has determined that each of the Company’s directors and nominees, with the exception of directors Sullivan
and Mirtuono, is “independent” as defined in the listing standards of the Nasdaq Stock Market which the Company chooses
to follow for purposes of such determination. Neither Mr. Sullivan nor Ms. Mirtuono is independent because each of them is an
executive officer of the Company. There were no transactions required to be reported under “Transactions With Certain Related
Persons,” below that were considered in determining the independence of the Company’s directors.



Item
14. Principal Accounting Fees and Services.



Audit
Fees. The aggregate fees billed for professional services rendered by Fontanella Associates, LLC for the audit of the
Company’s annual financial statements for 2019 and 2018 were $46,000 and $44,000.



Audit-Related
Fees. Fees billed for professional services rendered by Fontanella Associates, LLC that were reasonably related to the
performance of the audits described above for 2019 and 2018 were $51,000 and $43,000.



Tax
Fees. There were no fees billed for professional services by Fontanella Associates LLC for tax services for 2019 or 2018.



All
Other Fees. There were no fees billed for professional services rendered for the Company by Fontanella Associates LLC
for services other than those listed above for 2019 and 2018.



13







Policy
on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor



The
Audit Committee’s policy is to pre-approve all audit and non-audit services provided by independent auditors. These services
may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up
to one year and any pre-approval is detailed as to particular service or category of services and is generally subject to a specific
budget. The independent auditors and management are required to periodically report to the full Audit Committee regarding the
extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed
to date. There were no fees paid by the Company to its independent auditors for tax services or non-audit services during 2019
and 2018.



PART
IV



ITEM
15. Exhibits and Financial Statement Schedules



(a)(3)
Exhibits



|31.1 | Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|---- | ---------------------------------------------------------------------------------
|31.2 | Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



14







Signatures



Pursuant
to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



|                         | Sunnyside
    Bancorp, Inc.
|------------------------ | ---------------------------
|                         |                            
|Date:
    April 28, 2020 | By:                        
|                         |                            
|                         |                            
|                         |                            



15