8-K

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): January 31, 2011

OPTIMUMBANK HOLDINGS, INC.

(Exact name of registrant as specified in charter)

Florida	000-50755	55-0865043
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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):

¨ 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 7.01 Regulation FD Disclosure.

This Form 8-K is being filed by the Registrant to furnish a press release, issued on January 31, 2011, announcing the Registrant’s commencement of a private placement of its common stock.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

99.1 Press Release issued on January 31, 2011

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.

January 31, 2011	By:	/s/ Richard L. Browdy
		Richard L. Browdy President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

OPTIMUMBANK HOLDINGS, INC.

COMMENCES PRIVATE PLACEMENT OF COMMON STOCK

FORT LAUDERDALE, FL, January 31, 2011 – OptimumBank Holdings, Inc. (Nasdaq:OPHC) (the “Company”) today announced that it has commenced a private placement of 7,500,000 shares of the Company’s common stock at a price of $2.00 per share. The completion of the offering is contingent upon the sale of a minimum of 5,000,000 shares, as well as shareholder approval of the terms of the offering and an amendment to the Company’s articles of incorporation to increase the number of authorized shares from 1,500,000 shares to 20,000,000. If the offering is consummated, the gross proceeds of offering, before payment of placement fees and offering expenses, will be a minimum of $10,000,000 and a maximum of $15,000,000.

The net proceeds of the offering will be used to fund the new business strategy for the Company’s subsidiary, OptimumBank, and to increase the regulatory capital of OptimumBank. The new business plan is intended to convert Optimum Bank from a wholesale banking model into a full-service community bank providing a high level of personal service and a variety of products to retail customers.

Sam Borek, Chairman of the Board, stated, “We believe that the offering will allow us to significantly increase our capital and implement our new business plan. The new capital will allow us to continue to service our current customer base and will provide us with the resources to establish new relationships and expand our offerings within the communities we serve.”

The Company expects to complete the offering on or before May 31, 2011.

The shares to be offered by the Company will not be registered under the United States Securities Act of 1933, as amended, or applicable state securities law, and may not be offered or sold in the United States absent registration under the Securities Act and applicable securities laws or available exemptions from the registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where such an offering sold would be unlawful.

Certain statements in this document may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, including general economic conditions, war and terrorism, changes in interest rates, deposit flows, loan demand, real estate values and competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory and technological factors that may affect the Company.

CONTACT:	OptimumBank Holdings, Inc.
	Sam Borek, Chairman of the Board Richard L. Browdy, President and CFO (954) 776-2332