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): July 30, 2021 (July 23, 2021)

OPTIMUMBANK HOLDINGS, INC.

(Exact name of registrant as specified in charter)

2477 East Commercial Boulevard, Fort Lauderdale, FL 33308

(Address of Principal Executive Offices) (Zip Code)

(954) 776-2332

(Registrant’s telephone number, including area code)

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):

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

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. Yes [  ] No [X]

Item 3.02. Unregistered Sales of Equity Securities

Item 8.01. Other Events.

On July 30, 2021, the Company issued a press release announcing that it had completed the private offer to exchange (the “Exchange Offer”) its remaining outstanding Trust Preferred Securities. The Exchange Offer was made pursuant to the Company’s confidential offering memorandum dated June 7, 2021.

Pursuant to the Exchange Offer, on July 23, 2021, the Company issued 689,572 shares of its common stock, par value $0.01 per share (the “Common Stock”), for 2,068 Trust Preferred Securities, which had an outstanding balance of $2,068,716. The number of shares of Common Stock that were exchanged for each Trust Preferred Security was determined by dividing (i) the outstanding balance of each Trust Preferred Security by (ii) the applicable price of the Common Stock as of the Expiration Date (the “Exchange Offer Price”). The Exchange Offer Price was equal to $3.00 per share.

The Company intends to cancel the Trust Preferred Securities acquired in the Exchange Offer. Following the Exchange Offer, there were no outstanding Trust Preferred Securities that had not been required by the Company.

The shares of our common stock issued by the Company are not deposits or savings accounts, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and are not obligations of, or guaranteed by, a bank.

The shares were issued to five accredited investors who held Trust Preferred Securities. The persons receiving shares included entities controlled by two of the Company’s directors, consisting of an entity controlled by Chan Heng Fai Ambrose (which acquired 282,377 shares) and an entity controlled by Michael Blisko (which acquired 207,550 shares).

The shares of the Company’s common stock issued in the Exchange Offer were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The shares of common stock may not be offered or resold in the United States or to or for the account or benefit of any person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

A copy of the press release is attached hereto as Exhibit 99.1.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Current Report on Form 8-K may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of the Company’s plans or strategies, financing plans, projected or anticipated benefits from acquisitions that the Company may make, or projections involving anticipated revenues, earnings or other aspects of the Company’s operating results or financial position, and the outcome of any contingencies. Any such forward-looking statements are based on current expectations, estimates and projections of management. The Company intends for these forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions are intended to identify forward-looking statements. The Company cautions you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond the Company’s control, that may influence the accuracy of the statements and the projections upon which the statements are based. All cautionary statements made in this Current Report on Form 8-K should be read as being applicable to all related forward-looking statements wherever they appear.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

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.

Exhibit 99.1

NEWS RELEASE

OptimumBank Holdings, Inc. (OPHC-NASDAQ) Announces Successful Acquisition of Remaining TruPS

Fort Lauderdale, FL, July 30, 2021 -- OptimumBank Holdings, Inc. (the “Company”), the parent company of OptimumBank, announced that it has successfully completed the acquisition of all of its remaining trust preferred securities (TruPS) pursuant to its previously announced exchange offer for the TruPS.

The Company issued 689,572 shares of its common stock in exchange for TruPS with an outstanding principal balance of $2,068,716. The persons receiving shares included two entities controlled by Chan Heng Fai Ambrose and Michael Blisko, who serve as directors of the Company. The shares of common stock issued in exchange for the TruPS were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The TruPS were originally issued by a trust (the “Trust”) formed by the Company in 2004 for the purposes of raising capital for OptimumBank. At that time, the Trust raised $5,000,000 through the sale of 5,000 TruPS to a third party investor. The proceeds from the sale of the TruPS were loaned by the trust to the Company, which utilized this amount to increase the capital of OptimumBank.

In 2018, a company affiliated with Moishe Gubin, the Chairman of the Company, acquired all of the TruPS. This company subsequently transferred the TruPS to third parties. Since 2018 the Company has engaged in a series of transactions to acquire the TruPS in exchange for shares of the Company’s common stock.

The completion of the acquisition of the TruPS will allow the Company to terminate the Trust and cancel the TruPS and the related loan from the Trust to the Company. The net effect will be to increase the Company’s stockholders’ equity. The elimination of the TruPS is expected to enhance the Company’s ability to raise additional; equity and to continue the growth of OptimumBank.

The Company’s Chairman, Moshe Gubin, noted that: “The acquisition and cancellation of the TruPS is an instrumental component in the Company’s plan to rationalize Company’s capital structure so that is can better support the Company’s business objectives of continued growth in assets, income and stockholders’ equity. It will also directly support the Company’s efforts to maintain its capital in accordance with regulatory standards.”

The Company continues to take steps to increase its equity. Since the beginning of the 2020 fiscal year, the Company has raised more than $19.5 million through the sale of preferred and common stock, including the sale of $5.0 million in common stock in the second quarter of 2021.

The shares of the Company’s common stock and preferred stock are not deposits or savings accounts, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and are not obligations of, or guaranteed by, a bank.

Safe Harbor Statement:

This press release contains forward-looking statements that can be identified by terminology such as “believes,” “expects,” “potential,” “plans,” “suggests,” “may,” “should,” “could,” “intends,” or similar expressions. Many forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results or implied by such statements. These factors include, but are not limited to, our limited operating history, managing our expected growth, risks associated with integration of acquired websites, possible inadvertent infringement of third-party intellectual property rights, our ability to effectively compete, our acquisition strategy, and a limited public market for our common stock, among other risks. OptimumBank Holdings, Inc.’s future results may also be impacted by other risk factors listed from time-to-time in its SEC filings. Many factors are difficult to predict accurately and are generally beyond the company’s control. Forward looking statements speak only as to the date they are made and OptimumBank Holdings, Inc. does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.