0001193125-12-362055.txt : 20120820 0001193125-12-362055.hdr.sgml : 20120818 20120820163125 ACCESSION NUMBER: 0001193125-12-362055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120814 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20120820 DATE AS OF CHANGE: 20120820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OptimumBank Holdings, Inc. CENTRAL INDEX KEY: 0001288855 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50755 FILM NUMBER: 121045559 BUSINESS ADDRESS: STREET 1: 10197 CLEARY BOULEVARD CITY: PLANTATION STATE: FL ZIP: 33324 BUSINESS PHONE: 954-452-9501 MAIL ADDRESS: STREET 1: 10197 CLEARY BOULEVARD CITY: PLANTATION STATE: FL ZIP: 33324 8-K 1 d400466d8k.htm FORM 8-K Form 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): August 14, 2012 (August 20, 2012)

 

 

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 3.02. Unregistered Sales of Equity Securities.

On August 15, 2012, OptimumBank Holdings, Inc., (the “Company”) closed the sale of 3,000,000 newly issued shares of its common stock, $.01 par value (the “Common Stock”), at a price of $.40 per share to an individual accredited investor under a privately negotiated stock purchase agreement between the investor and the Company dated August 14, 2012 (the “Transaction”). The shares sold in the Transaction represent 9.9% of the outstanding shares of Common Stock after the Transaction.

The shares sold to the investor were not registered under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemption provided by Section 4(2) thereof as a transaction by an issuer not involving a public offering.

On July 9, 2012, the Company closed the sale of 500,000 shares of newly issued Common Stock at a price of $.40 per share to Joel Klein, a newly appointed director of the Company, pursuant to a subscription agreement previously entered into in connection with the Company’s private placement offering of 37,500,000 shares of Common Stock (the “Private Offering”). The Private Offering was previously disclosed in the Company’s Current Report on Form 8-K filed on May 11, 2012.

On February 28, 2012, Mr. Klein, as a proposed director of the Company and the Bank, subscribed to 500,000 shares in the Private Offering at the offering price of $.40 per share. Since Mr. Klein’s appointment as a director of the Bank and the Company was subject to regulatory approval, the Company and Mr. Klein agreed that Mr. Klein would fund his subscription agreement upon receiving regulatory approval. Upon receiving regulatory approval, the Company appointed Mr. Klein as a director of the Company on June 29. 2012, as previously disclosed in the Company’s Current Report on Form 8-K filed on July 6, 2012, and closed the sale.

The shares sold to Mr. Klein were not registered under the Securities Act in reliance on the exemption provided by Section 4(2) thereof as a transaction by an issuer not involving a public offering.

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.

 

August 20, 2012     By:  

/s/ Richard L. Browdy

     

Richard L. Browdy

President and Chief Financial Officer