OPHC / OptimumBank Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

OptimumBank Holdings, Inc.
US ˙ NYSEAM

Mga Batayang Estadistika
CIK 1288855
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to OptimumBank Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 12, 2025 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 12, 2025 OPTIMUMBANK HOLDIN

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 12, 2025 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 001-42447 55-0865043 (State or other jurisdiction of incorporation) (Commissio

August 12, 2025 EX-99.1

OptimumBank Holdings, Inc., Issues Second Quarter Earnings Transcript and Clarification on Projected Asset Growth

Exhibit 99.1 OptimumBank Holdings, Inc., Issues Second Quarter Earnings Transcript and Clarification on Projected Asset Growth FT. LAUDERDALE, Fla., August 12, 2025 — OptimumBank Holdings, Inc. (NYSE American: OPHC), today clarified statements made during its second quarter 2025 earnings webcast on August 7, 2025. During the question-and-answer session, a member of the audience inquired about the

August 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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: 001-42447 OPTIMUMBAN

August 6, 2025 EX-99.1

OptimumBank Holdings, Inc. Consolidated Balance Sheet (Dollars in thousands)

Exhibit 99.1 OptimumBank Holdings, Inc. Financial Performance for the Second Quarter of 2025 Fort Lauderdale, FL, August 7, 2025 — OptimumBank Holdings, Inc. (NYSE American: OPHC) (the “Company”) is a one-bank holding company and owns 100% of OptimumBank (the “Bank”). The Company is pleased to announce net earnings of $3.60 million, or $0.31 per basic share, and $0.29 per diluted share, for the se

August 6, 2025 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 6, 2025 OPTIMUMBANK HOLDING

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 6, 2025 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 001-42447 55-0865043 (State or other jurisdiction of incorporation) (Commission

July 24, 2025 EX-99.1

Presentation for the period ended June 30, 2025

Exhibit 99.1

July 24, 2025 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) July 24, 2025 OPTIMUMBANK HOLDINGS

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 24, 2025 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 001-42447 55-0865043 (State or other jurisdiction of incorporation) (Commission

July 1, 2025 EX-1.1

Amendment No. 1 to At Market Issuance Sales Agreement with Compass Point Research & Trading LLC and A.G.P./Alliance Global Partners, dated July 1, 2025 (Exhibit 2 has been redacted)

Exhibit 1.1 [Individuals’ names and contact information have been redacted from Schedule 2, because they are not material to an understanding of this agreement and are typically treated as confidential by the parties.] AMENDMENT NO. 1 TO AT MARKET ISSUANCE SALES AGREEMENT July 1, 2025 Compass Point Research & Trading, LLC 1055 Thomas Jefferson Street, N.W. Suite 303 Washington, DC 20007 A.G.P./All

July 1, 2025 424B5

Common Stock OPTIMUMBANK HOLDINGS, INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-281430 PROSPECTUS SUPPLEMENT No. 1 (To the prospectus dated August 20, 2024) $25,000,000 Common Stock OPTIMUMBANK HOLDINGS, INC. This prospectus supplement No. 1 (this “prospectus supplement”) is being filed to amend and supplement certain information in our at the market offering prospectus dated August 20, 2024 (the “Original Prospectus”). Th

July 1, 2025 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) July 1, 2025 OPTIMUMBANK HOLDINGS,

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 1, 2025 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 001-42447 55-0865043 (State or other jurisdiction of incorporation) (Commission f

May 29, 2025 EX-99.1

Presentation for the period ended March 31, 2025

Exhibit 99.1

May 29, 2025 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) May 29, 2025 OPTIMUMBANK HOLDINGS,

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) May 29, 2025 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 001-42447 55-0865043 (State or other jurisdiction of incorporation) (Commission f

May 12, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 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: 001-42447 OPTIMUMBA

May 5, 2025 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) May 1, 2025 OPTIMUMBANK HOLDINGS,

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) May 1, 2025 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 001-42447 55-0865043 (State or other jurisdiction of incorporation) (Commission fi

May 1, 2025 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) April 29, 2025 OPTIMUMBANK HOLDING

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 29, 2025 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 001-42447 55-0865043 (State or other jurisdiction of incorporation) (Commission

April 24, 2025 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) April 24, 2025 OPTIMUMBANK HOLDING

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 24, 2025 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 001-42447 55-0865043 (State or other jurisdiction of incorporation) (Commission

April 24, 2025 EX-99.1

Presentation for the year ended December 31, 2024, and quarter ended March 31, 2025

Exhibit 99.1

April 2, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

February 26, 2025 EX-3.1

Amended and restated Articles of incorporation (incorporated by reference from Annual Report on Form 10-K filed with the SEC on February 26, 2025)

Exhibit 3.1

February 26, 2025 EX-4.2

Description of Securities (incorporated by reference from Annual Report on Form 10-K filed with the SEC on February 26, 2025)

Exhibit 4.2 DESCRIPTION OF SECURITIES We are a Florida corporation. The rights of our stockholders are governed by the Florida Business Corporation Act, or the FBCA, our amended and restated articles of incorporation and our amended and restated bylaws. The following summary of the material terms, rights and preferences of our capital stock is not complete. You should read our amended and restated

February 26, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-42447 OPTIMUMBANK HOLDINGS, INC. (Exact nam

February 5, 2025 EX-99.1

Year Ended (Dollars in thousands)

Exhibit 99.1 Fort Lauderdale, FL, February 4, 2025 — OptimumBank Holdings, Inc. (NYSE American: OPHC) (the “Company”) is a one-bank holding company and owns 100% of OptimumBank (the “Bank”). Today the Company reported robust financial performance for the year ended, December 31, 2024. The Company achieved net income of $13.1 million, or $1.39 per basic share and $1.33 per diluted share, compared t

February 5, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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) February 4, 2025 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 001-42447 55-0865043 (State or other jurisdiction of incorporation) (Commissi

January 29, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 28, 2025 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 001-42447 55-0865043 (State or other jurisdiction of incorporation) (Commissi

January 17, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 17, 2025 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commissi

January 17, 2025 EX-99.1

Presentation for the period ended December 31, 2024

Exhibit 99.1

December 30, 2024 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-50755 OptimumBank Holdings, Inc. The NASDAQ Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

December 19, 2024 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) December 19, 2024 OPTIMUMBANK HOLD

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) December 19, 2024 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commiss

December 19, 2024 EX-99.1

OPTIMUM BANKHOLDINGS TRANSFERS LISTING OF COMMON STOCK TO THE NYSE AMERICAN

Exhibit 99.1 OPTIMUM BANKHOLDINGS TRANSFERS LISTING OF COMMON STOCK TO THE NYSE AMERICAN Fort Lauderdale, FL, Dec. 19, 2024 — OptimumBank Holdings, Inc. (NASDAQ: OPHC) (“OptimumBank” or the “Company”) today announced today that it is transferring the listing of its common stock to the NYSE American from The Nasdaq Stock Market LLC (“Nasdaq”). OptimumBank’s common stock is expected to begin trading

December 19, 2024 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OPTIMUMBANK HOLDINGS, INC. (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OPTIMUMBANK HOLDINGS, INC.

November 8, 2024 EX-99.1

OptimumBank Holdings, Inc. Financial Performance for the Third Quarter of 2024

Exhibit 99.1 OptimumBank Holdings, Inc. Financial Performance for the Third Quarter of 2024 Fort Lauderdale, FL, Nov. 08, 2024 — OptimumBank Holdings, Inc. (NASDAQ: OPHC) (“OptimumBank” or the “Company”) today reported robust financial performance for the third quarter of 2024. For the three months ended September 30, 2024, the Company achieved net income of $3.3 million, or $0.34 per basic share

November 8, 2024 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) November 8, 2024 OPTIMUMBANK HOLDI

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) November 8, 2024 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commissi

November 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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: 000-50755 OPTIM

October 24, 2024 EX-99.1

Presentation for the period ended September 30, 2024

Exhibit 99.1

October 24, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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) October 24, 2024 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commissi

August 16, 2024 CORRESP

COMPASS POINT RESEARCH & TRADING, LLC August 16, 2024

COMPASS POINT RESEARCH & TRADING, LLC August 16, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 15, 2024 CORRESP

OPTIMUMBANK HOLDINGS, INC. August 15, 2024

OPTIMUMBANK HOLDINGS, INC. August 15, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: OptimumBank Holdings, Inc. Registration Statement on Form S-3 Filed August 9, 2024, No. 333-281430 Ladies and Gentlemen: Pursuant to the provisions of 12 CFR Section 230.461, OptimumBank Holdings, Inc., a Florida corporation, hereby respectfull

August 9, 2024 S-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) (Exact name of registrant as sp

Registration No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida (Exact name of registrant as specified in its charter) 55-0865043 (I.R.S. Employer Identification Number) 2929 East Commercial Boulevard, Suite 303 F

August 9, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee. Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Common Stock Common Stock Rule 457(o) $ 25,000,000 Unknown $ 25,000,000 $ 0.0001476 $ 3,690.00 Fees Previously Paid - - - - - - - -

August 9, 2024 EX-1.1

At Market Issuance Sales Agreement by and between OptimumBank Holdings, Inc. and Compass Point Research & Trading, LLC, dated August 9, 2024.

Exhibit 1.1 OPTIMUMBANK HOLDINGS, INC. Common Stock At Market Issuance Sales Agreement August 9, 2024 Compass Point Research & Trading, LLC 1055 Thomas Jefferson Street, N.W. Suite 303 Washington, DC 20007 Ladies and Gentlemen: OptimumBank Holdings, Inc., a Florida corporation (the “Company”), confirms its agreement with Compass Point Research & Trading, LLC (the “Agent”) as follows: 1. Issuance a

August 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 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: 000-50755 OPTIMUMBAN

August 2, 2024 EX-99.1

Presentation for the period ended June 30, 2024

Exhibit 99.1

August 2, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 2, 2024 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commission

July 24, 2024 424B4

1,381,025 Shares of Common Stock OPTIMUMBANK HOLDINGS, INC.

Filed pursuant to Rule 424(b)(4) Registration No. 333-278970 PROSPECTUS 1,381,025 Shares of Common Stock OPTIMUMBANK HOLDINGS, INC. Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering for resale an aggregate of 1,381,025 shares of our common stock. The shares offered for resale were acquired in a private placement transaction pursuant t

July 19, 2024 CORRESP

OPTIMUMBANK HOLDINGS INC. July 19, 2024

OPTIMUMBANK HOLDINGS INC. July 19, 2024 Securities and Exchange Commission Division of Corporation Finance Attention: Madeleine Joy Mateo and Susan Block Re: OptimumBank Holdings, Inc. Registration Statement on Form S-3 Filed April 26, 2024, as amended, File No. 333-278970 Ladies and Gentlemen: Pursuant to the provisions of 12 CFR Section 230.461, OptimumBank Holdings, Inc., a Florida corporation,

July 8, 2024 S-3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT #2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) (Exact name of

As filed with the Securities and Exchange Commission on July 8, 2024 Registration No.

July 8, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid - - - - - - - - Fees Previously Paid Equity Common Stock Rule 457(c) 1,381,025 $ 4.21 $ 5,814,115 $ 147.60 $ 857.16

July 8, 2024 CORRESP

July 8, 2024

July 8, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Finance Attention: Madeleine Joy Mateo and Susan Block Re: OptimumBank Holdings, Inc.

June 4, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid - - - - - - - - Fees Previously Paid Equity Common Stock Rule 457(c) 1,381,025 $ 4.21 $ 5,814,115 $ 147.60 $ 857.16

June 4, 2024 CORRESP

June 4, 2024

June 4, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Finance Attention: Madeleine Joy Mateo and Susan Block Re: OptimumBank Holdings, Inc.

June 4, 2024 S-3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT #1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) (Exact name of

As filed with the Securities and Exchange Commission on June 4, 2024 Registration No.

May 31, 2024 8-K

Submission of Matters to a Vote of Security Holders

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) May 30, 2024 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commission f

May 23, 2024 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

May 16, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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) May 16, 2024 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commission f

May 16, 2024 EX-99.1

OptimumBank Holdings, Inc. (the “Company”) (OPHC-NASDAQ) Announces First Quarter Results

Exhibit 99.1 OptimumBank Holdings, Inc. (the “Company”) (OPHC-NASDAQ) Announces First Quarter Results Company Release - 5/16/2024 OptimumBank Holdings, Inc., (NASDAQ: OPHC) The Company had net earnings of $2.377 million for the 1st quarter ended March 31, 2024, compared with net earnings of $1.153 million for the 1st quarter ended March 31, 2023, an increase of 106%; in conjunction with $83 millio

May 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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: 000-50755 OPTIMUMBA

May 6, 2024 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

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) May 6, 2024 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commission fi

May 6, 2024 EX-99.1

Presentation dated May 6, 2024

Exhibit 99.1

May 3, 2024 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

May 2, 2024 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

April 30, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 26, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock Rule 457(c) 1,381,025 $ 4.21 $ 5,814,115 $ 147.60 $ 857.16 Fees Previously Paid - - - - - - -

April 26, 2024 S-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) (Exact name of registrant as sp

As filed with the Securities and Exchange Commission on April 26, 2024 Registration No.

April 22, 2024 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

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 22, 2024 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commission

April 22, 2024 EX-99.1

Presentation dated April 22, 2024

Exhibit 99.1

March 28, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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) March 28, 2024 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commission

March 28, 2024 EX-10.3

Placement Agent Agreement dated March 28, 2024

Exhibit 10.3 PLACEMENT AGENT AGREEMENT This PLACEMENT AGENT AGREEMENT (this “Agreement”) is entered into this 28th day of March 2024, by and between OPTIMUMBANK HOLDINGS, INC., a Florida corporation, with its principal place of business at 2929 East Commercial Boulevard, Fort Lauderdale, Florida 33308 (the “Company”), its wholly-owned subsidiary, OPTIMUMBANK, a Florida corporation, with its princi

March 28, 2024 EX-3.1

Articles of Amendment to the Articles of Incorporation dated March 28, 2024 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K, filed with the SEC on March 28, 2024)

Exhibit 3.1 OPTIMUMBANK HOLDINGS, INC. ARTICLE OF AMENDMENT TO ARTICLES OF INCORPORATION CERTIFICATE OF DESIGNATION OF SERIES C PREFERRED STOCK Pursuant to Section 607.0602 of the Florida Business Corporation Act (the “Act”), OPTIMUMBANK HOLDINGS, INC., a Florida corporation (the “Corporation”), hereby certifies that pursuant to the authority conferred upon the Board of Directors of the Corporatio

March 28, 2024 EX-10.1

Form of subscription agreement

Exhibit 10.1 OPTIMUMBANK HOLDINGS, INC. SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE THE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE OF OPTIMUMBANK HOLDINGS, INC. HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE COMMON STOCK CANNOT BE SOLD, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS

March 28, 2024 EX-10.2

Form of registration rights agreement

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2024, by and among (i) OptimumBank Holdings, Inc. a Florida corporation (together with any successor entity thereto (the “Company”) and (ii) the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant

March 19, 2024 DEF 14C

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Schedule 14C Information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c–5(d)(2)) ☒ Definitive Information Statement OptimumBank

March 8, 2024 EX-3.3

Articles of Amendment to the Articles of Incorporation dated April 13, 2016 (incorporated by reference to Exhibit 3.3 to Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024)

Exhibit 3.3

March 8, 2024 EX-3.2

Articles of Amendment to the Articles of Incorporation dated January 7, 2009 (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024)

Exhibit 3.2

March 8, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

March 8, 2024 EX-4.2

Description of Securities (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024)

Exhibit 4.2 DESCRIPTION OF SECURITIES We are a Florida corporation. The rights of our stockholders are governed by the Florida Business Corporation Act, or the FBCA, our amended and restated articles of incorporation and our amended and restated bylaws. The following summary of the material terms, rights and preferences of our capital stock is not complete. You should read our amended and restated

March 8, 2024 EX-3.4

Articles of Amendment to the Articles of Incorporation dated December 28, 2022 (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024)

Exhibit 3.4

March 8, 2024 EX-3.5

Articles of Amendment to the Articles of Incorporation dated October 30, 2023 (incorporated by reference to Exhibit 3.5 to Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024)

Exhibit 3.5

March 7, 2024 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Schedule 14C Information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Schedule 14C Information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c–5(d)(2)) ☐ Definitive Information Statement OptimumBank

February 6, 2024 EX-99.1

Presentation dated February 6, 2024

Exhibit 99.1

February 6, 2024 8-K

Financial Statements and Exhibits

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) February 6, 2024 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commissi

February 5, 2024 EX-99.1

OptimumBank Holdings, Inc. (OPHC-NASDAQ) Announces 2023 Full Year Results for OptimumBank (the “Bank”)

Exhibit 99.1 OptimumBank Holdings, Inc. (OPHC-NASDAQ) Announces 2023 Full Year Results for OptimumBank (the “Bank”) Fort Lauderdale, FL, Feb. 05, 2024 (GLOBE NEWSWIRE) - OptimumBank Holdings, Inc., (NASDAQ: OPHC) (the “Bank”) ended the year with net income of $13,808,107 before credit loss and tax expenses, or $7,254,285 including those expenses. At December 31, 2023, the Bank had shareholder equi

February 5, 2024 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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) February 5, 2024 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commissi

December 8, 2023 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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) December 8, 2023 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commissi

December 8, 2023 EX-99.1

OptimumBank Holdings, Inc. (OPHC-NASDAQ) Chairman Gubin’s comments pertaining to the Board’s Strategic Planning - “A successful roadmap for growing our Bank”

Exhibit 99.1 OptimumBank Holdings, Inc. (OPHC-NASDAQ) Chairman Gubin’s comments pertaining to the Board’s Strategic Planning - “A successful roadmap for growing our Bank” OptimumBank Holdings, Inc., a (the “Company”) ended the month of October 2023 with assets exceeding $755.7 million, an increase of $43 million as compared to $712.7 million in the prior month. The net change in total assets was p

November 21, 2023 CORRESP

November 21, 2023

November 21, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Finance Attention: Cara Lubit and Marc Thomas Re: OptimumBank Holdings, Inc.

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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: 000-50755 OPTIM

October 6, 2023 EX-99.1

OptimumBank Holdings, Inc. (OPHC-NASDAQ) Chairman Gubin’s comments pertaining to the Board’s strategic planning - “A successful roadmap for growing our Bank”

Exhibit 99.1 OptimumBank Holdings, Inc. (OPHC-NASDAQ) Chairman Gubin’s comments pertaining to the Board’s strategic planning - “A successful roadmap for growing our Bank” OptimumBank, a Florida banking corporation (the “Bank”) and wholly-owned subsidiary of OptimumBank Holdings, Inc., ended the third quarter of 2023 with assets exceeding $712 million. Relieved from certain regulatory constraints i

October 6, 2023 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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) October 6, 2023 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdiction of incorporation) (Commissio

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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: 000-50755 OPTIMUMBAN

May 30, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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: 000-50755 OPTIMUMBA

April 18, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 6, 2023 EX-3.4

Articles of Amendment to the Articles of Incorporation, effective as of December 28, 2022

Exhibit 3.4 OPTIMUMBANK HOLDINGS, INC. ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION FIFTH AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK Pursuant to Section 607.0602 of the Florida Business Corporation Act (the “Act”), OPTIMUMBANK HOLDINGS, INC., a Florida corporation (the “Corporation”), hereby certifies that pursuant to the authority conferred upon the Board of

March 6, 2023 EX-4.2

Description of Securities

Exhibit 4.2 DESCRIPTION OF SECURITIES We are a Florida corporation. The rights of our stockholders are governed by the Florida Business Corporation Act, or the FBCA, our amended and restated articles of incorporation and our amended and restated bylaws. The following summary of the material terms, rights and preferences of our capital stock is not complete. You should read our amended and restated

March 6, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

March 6, 2023 EX-3.1

Articles of Incorporation (as amended to March 6, 2023)

Exhibit 3.1 ARTICLES OF INCORPORATION OF OPTIMUMBANK HOLDINGS, INC. [As amended through March 6, 2023] The undersigned, acting as incorporator, and for the purpose of fermi corporation in accordance with Chapter 607, F.S., adopts the following Articles of Incorporation. ARTICLE I The name of the corporation shall be OptimumBank Holdings, Inc. and its mailing address and initial principal place of

March 6, 2023 EX-3.3

Articles of Amendment to the Articles of Incorporation, effective as of March 1, 2016

Exhibit 3.3 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF OPTIMUMBANK HOLDINGS, INC. DESIGNATION OF SERIES A PREFERRED STOCK Pursuant to Section 607.0602 of the Florida Business Corporation Act (the “Act”), OPTIMUMBANK HOLDINGS, INC., a Florida corporation (the “Corporation”), hereby certifies that pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Boa

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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: 000-50755 OPTIM

August 29, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

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 23, 2022 (August 29, 2022) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporat

August 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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: 000-50755 OPTIMUMBAN

May 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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: 000-50755 OPTIMUMBA

May 9, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 9, 2022 (April 30, 2022) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporation)

March 30, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule

March 8, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 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: 000-50755 OPTIM

August 18, 2021 8-K/A

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 17, 2021 (June 7, 2021) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporati

August 11, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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: 000-50755 OPTIMUMBAN

August 3, 2021 SC 13D/A

OPHC / OptimumBank Holdings, Inc. / Chan Heng Fai Ambrose Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* OptimumBank Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 68401P205 (CUSIP Number) Heng Fai Chan c/o Alset International Limited 7 Temasek Boulevard #29-01B, Suntec Tower One Singapore 038987 011 6

August 2, 2021 8-K

Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporation)

August 2, 2021 EX-99.1

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

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

August 2, 2021 8-K

Unregistered Sales of Equity Securities

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 2, 2021 (June 7, 2021) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporation)

June 29, 2021 EX-10.1

Purchase Agreement, dated as of June 24, 2021, by and among the Company and Aaron Mauer.

Exhibit 10.1 optimumBank Holdings, Inc. PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this ?Agreement?) is entered into as of June 24, 2021 (the ?Effective Date?) by and between OPTIMUMBANK HOLDINGS, INC., a Florida corporation (the ?Company?), and Aaron Mauer (the ?Investor?). RECITALS A. The Company has agreed to sell to the Investor, and the Investor has agreed to purchase from the Company, 200 s

June 29, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): June 29, 2021 (June 24, 2021) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporation)

June 29, 2021 EX-3.1

Third Amended and Restated Certificate of Designation, Preferences and Rights of Series B Preferred Stock of the Company.

Exhibit 3.1 OPTIMUMBANK HOLDINGS, INC. ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION THIRD AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK Pursuant to Section 607.0602 of the Florida Business Corporation Act (the ?Act?), OPTIMUMBANK HOLDINGS, INC., a Florida corporation (the ?Corporation?), hereby certifies that pursuant to the authority conferred upon the Board of

June 7, 2021 8-K

Other Events, Financial Statements and Exhibits

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): June 7, 2021 (June 7, 2021) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporation) (

June 7, 2021 EX-99.1

OptimumBank Holdings, Inc. Announces Commencement of Exchange Offer for Trust Preferred Securities

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE OptimumBank Holdings, Inc. Announces Commencement of Exchange Offer for Trust Preferred Securities Fort Lauderdale, FL, June 7, 2021 (GLOBE NEWSWIRE) ? OptimumBank Holdings, Inc. (www.OptimumBank.com) (the ?Company?), the parent company of OptimumBank, today announced that it has commenced a private offer to exchange (the ?Exchange Offer?) its outsta

May 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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: 000-50755 OPTIM

April 30, 2021 10-K/A

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 55-0865043 (State or other jurisdiction of incorporation or org

April 30, 2021 EX-4.4

Description of Securities

Exhibit 4.4 Description of the Company?s Securities Registered Pursuant to Section 12 of the Securities Act of 1934 We are a Florida corporation. The rights of our stockholders are governed by the Florida Business Corporation Act, or the FBCA, our amended and restated articles of incorporation and our amended and restated bylaws. The following summary of the material terms, rights and preferences

April 29, 2021 DEF 14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule

April 16, 2021 PRE 14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule

March 25, 2021 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 55-0865043 (State or other jurisdiction of incorporation or organ

March 25, 2021 EX-3.1

Articles of Amendment to the Articles of Incorporation, effective as of December 28, 2020

Exhibit 3.1 OPTIMUMBANK HOLDINGS, INC. ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK Pursuant to Section 607.0602 of the Florida Business Corporation Act (the ?Act?), OPTIMUMBANK HOLDINGS, INC., a Florida corporation (the ?Corporation?), hereby certifies that pursuant to the authority conferred upon the Board o

March 25, 2021 EX-3.2

Amended Articles of Incorporation

Exhibit 3.2 AMENDED ARTICLES OF INCORPORATION OF OPTIMUMBANK HOLDINGS, INC. ARTICLE I The name of the corporation shall be OptimumBank Holding, Inc. and its mailing address and initial principal place of business shall be 10197 Cleary Boulevard, Plantation, Florida 33324. ARTICLE II The purpose for which the corporation is organized is to become a bank holding company and to conduct any and all bu

November 12, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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: 000-50755 O

October 6, 2020 EX-10.1

Purchase Agreement, dated as of September 29, 2020, by and among the Company and Michael Blisko

Exhibit 10.1 optimumBank Holdings, Inc. PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of September 29, 2020 by and between OPTIMUMBANK HOLDINGS, INC., a Florida corporation (the “Company”), and MICHAEL BLISKO (the “Investor”). RECITALS A. The Company has agreed to sell to the Investor, and the Investor has agreed to purchase from the Company, 180 shares

October 6, 2020 EX-3.1

Amended and Restated Certificate of Designation, Preferences and Rights of Series B Preferred Stock of the Company.

Exhibit 3.1 OPTIMUMBANK HOLDINGS, INC. ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK Pursuant to Section 607.0602 of the Florida Business Corporation Act (the “Act”), OPTIMUMBANK HOLDINGS, INC., a Florida corporation (the “Corporation”), hereby certifies that pursuant to the authority conferred upon the Board of Direc

October 6, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits -

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): October 5, 2020 (September 29, 2020) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorpo

August 11, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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: 000-50755 OPTIMU

August 11, 2020 DEF 14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule

July 27, 2020 EX-4.4

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Act of 1934.

EXHIBIT 4.4 Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Act of 1934 We are a Florida corporation. The rights of our stockholders are governed by the Florida Business Corporation Act, or the FBCA, our amended and restated articles of incorporation and our amended and restated bylaws. The following summary of the material terms, rights and preferences

July 27, 2020 10-K/A

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 55-0865043 (State or other jurisdiction of in

July 23, 2020 PRE 14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule

July 8, 2020 EX-3.1

Certificate of Designation, Preferences and Rights of Series B Preferred Stock of the Company.

Exhibit 3.1 OPTIMUMBANK HOLDINGS, INC. ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK Pursuant to Section 607.0602 of the Florida Business Corporation Act (the “Act”), OPTIMUMBANK HOLDINGS, INC., a Florida corporation (the “Corporation”), hereby certifies that pursuant to the authority conferred upon the Board of Directors of the Corporati

July 8, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 7, 2020 (June 23, 2020) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporation)

July 8, 2020 EX-10.1

Purchase Agreement, dated as of June 23, 2020, by and among the Company and Michael Blisko

Exhibit 10.1 optimumBank Holdings, Inc. PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of June 23, 2020 by and between OPTIMUMBANK HOLDINGS, INC., a Florida corporation (the “Company”), and Michael Blisko (the “Investor”). RECITALS A. The Company has agreed to sell to the Investor, and the Investor has agreed to purchase from the Company, 100 shares (the

May 14, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 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: 000-50755 OPTIM

March 25, 2020 10-K

OPHC / OptimumBank Holdings, Inc. 10-K - Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 55-0865043 (State or other jurisdiction of incorporation or organ

January 8, 2020 8-K

Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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 7, 2020 (December 27, 2019) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorpor

January 8, 2020 EX-99.1

OptimumBank Holdings, Inc. Announces Completion of Exchange Offer for Trust Preferred Securities

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE OptimumBank Holdings, Inc. Announces Completion of Exchange Offer for Trust Preferred Securities Fort Lauderdale, FL, January 8, 2020 (GLOBE NEWSWIRE) — OptimumBank Holdings, Inc. (NASDAQ:OPHC) (www.OptimumBank.com) (the “Company”), the parent company of OptimumBank, today announced that it has completed the private offer to exchange (the “Exchange O

November 27, 2019 EX-99.1

OptimumBank Holdings, Inc. Announces Commencement of Exchange Offer for Trust Preferred Securities

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE OptimumBank Holdings, Inc. Announces Commencement of Exchange Offer for Trust Preferred Securities Fort Lauderdale, FL,, November 27, 2019 (GLOBE NEWSWIRE) — OptimumBank Holdings, Inc. (NASDAQ:OPHC) (www.OptimumBank.com) (the “Company”), the parent company of OptimumBank, today announced that it has commenced a private offer to exchange (the “Exchang

November 27, 2019 8-K

Other Events, Financial Statements and Exhibits

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): November 27, 2019 (November 27, 2019) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorp

November 14, 2019 EX-3.2

Articles of Amendment to the Articles of Incorporation of Optimum Bank Holdings, Inc.

November 14, 2019 10-Q

OPHC / OptimumBank Holdings, Inc. 10-Q - Quarterly Report -

Submission Proof - Y:\2019 OPERATIONS\2019 EDGAR\10 October\OptimumBank Holding\10-23-2019\Form 10-Q\Draft\Production\OptimumBank Holdings Inc Form 10-Q.

September 3, 2019 8-K

Submission of Matters to a Vote of Security Holders

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 27, 2019) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporation) (Commission

August 14, 2019 10-Q

OPHC / OptimumBank Holdings, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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: 000-50755 OPTIMU

August 14, 2019 EX-3

Articles of Incorporation, as amended.

July 24, 2019 DEF 14A

OPHC / OptimumBank Holdings, Inc. DEF 14A - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule

July 9, 2019 PRER14A

OPHC / OptimumBank Holdings, Inc. PRER14A - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule

July 9, 2019 CORRESP

OPHC / OptimumBank Holdings, Inc. CORRESP - -

July 9, 2019 VIA EDGAR Christopher Dunham United States Securities and Exchange Commission 100 F Street Washington, D.

June 13, 2019 PRER14A

OPHC / OptimumBank Holdings, Inc. PRER14A - -

PRER14A 1 prer14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only

June 13, 2019 CORRESP

OPHC / OptimumBank Holdings, Inc. CORRESP - -

June 13 , 2019 VIA EDGAR Christopher Dunham United States Securities and Exchange Commission 100 F Street Washington, D.

May 14, 2019 10-Q

OPHC / OptimumBank Holdings, Inc. 10-Q Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 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: 000-50755 OPTIM

April 30, 2019 10-K/A

OPHC / OptimumBank Holdings, Inc. 10-K/A Annual Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 55-0865043 (State or other jurisdiction of incorporation or

April 22, 2019 PRE 14A

OPHC / OptimumBank Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule

April 16, 2019 SC 13D/A

OPHC / OptimumBank Holdings, Inc. / Chan Heng Fai Ambrose - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* OptimumBank Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 68401P205 (CUSIP Number) Heng Fai Chan c/o Singapore eDevelopment Limited 7 Temasek Boulevard #29-01B, Suntec Tower One Singapore 038987 01

April 16, 2019 EX-99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned a

March 27, 2019 10-K

OPHC / OptimumBank Holdings, Inc. (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 55-0865043 (State or other jurisdiction of incorporation or organ

March 19, 2019 8-K

Other Events

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): (March 13, 2019) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporation) (Commission

January 10, 2019 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 8, 2019 (January 7, 2019) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction (Commission (

November 16, 2018 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): November 16, 2018 (November 14, 2018) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorp

November 14, 2018 10-Q

OPHC / OptimumBank Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 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: 000-50755 O

October 19, 2018 SC 13D

OPHC / OptimumBank Holdings, Inc. / Chan Heng Fai Ambrose - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* OptimumBank Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 68401P205 (CUSIP Number) Heng Fai Chan c/o Singapore eDevelopment Limited 7 Temasek Boulevard #29-01B, Suntec Tower One Singapore 038987 011

August 14, 2018 10-Q

OPHC / OptimumBank Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 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: 000-50755 OPTIMU

June 28, 2018 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 27, 2018 (June 22, 2018) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporation)

June 22, 2018 EX-99.1

Affiliate of OptimumBank Holdings, Inc. Completes Purchase of Trust Preferred Securities June 22, 2018 /

Affiliate of OptimumBank Holdings, Inc. Completes Purchase of Trust Preferred Securities June 22, 2018 / Fort Lauderdale, Florida / GLOBE NEWSWIRE / June 22, 2018 / OptimumBank Holdings, Inc. announced today that a company controlled by Moishe Gubin, a director of the Company, had completed the purchase of all of the outstanding trust preferred securities issued by OptimumBank Holdings Capital Tru

June 22, 2018 8-K

Other Events, Financial Statements and Exhibits

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): June 21, 2018 (May 8, 2018) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporation) (

May 30, 2018 SC 13G

OPHC / OptimumBank Holdings, Inc. / Wrights Mill Holdings Llc - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

May 14, 2018 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 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 Num

May 2, 2018 DEF 14A

OptimumBank Holdings, Inc. 2018 Equity Incentive Plan (incorporated by reference from Proxy Statement on Schedule 14-A filed with the SEC on May 2, 2018)

DEF 14A 1 def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (

March 28, 2018 EX-10.4

Consent Order between OptimumBank, Federal Deposit Insurance Corporation and State of Florida Office of Financial Regulation dated November 7, 2016

March 28, 2018 10-K

OPHC / OptimumBank Holdings, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 55-0865043 (State or other jurisdiction of incorporation or organ

March 13, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 13, 2018 (March 12, 2018) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporatio

December 28, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 28, 2017 (December 21, 2017) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorp

December 19, 2017 SC 13G

OPHC / OptimumBank Holdings, Inc. / Midwest Kosher & Deli Llc Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

November 13, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 10, 2017 (October 24, 2017) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorpo

November 13, 2017 10-Q

OPHC / OptimumBank Holdings, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 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

September 14, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 12, 2017 (August 31, 2017) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorpo

August 24, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 23, 2017 (August 18, 2017) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporat

August 14, 2017 10-Q

OPHC / OptimumBank Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 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: 000-50755 OPTIMU

July 28, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 27, 2017 (July 25, 2017) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporation)

July 20, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 d428116d8k.htm 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): July 20, 2017 (July 13, 2017) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other

May 12, 2017 10-Q

OptimumBank Holdings, Inc. 10-Q

10-Q 1 ophc-10q033117.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

March 24, 2017 DEF 14A

OptimumBank Holdings DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 20, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Commission File Number: 000-50755 OPTIM

10-K 1 ophc-10k123116.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 55-0865043 (State or othe

November 14, 2016 10-Q

OPTIMUMBANK HOLDINGS, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 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: 000-50755 OPTIM

November 2, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 31, 2016 (October 26, 2016) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of

November 2, 2016 EX-99.1

OPTIMUMBANK HOLDINGS APPOINTS JOHN H. CLIFFORD AS DIRECTOR

Press Release Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE October 31, 2016 For more information contact: Moishe Gubin, Chairman of the Board or Joel Klein, Chairman of the Audit Committee at (954) 900-2800 OPTIMUMBANK HOLDINGS APPOINTS JOHN H. CLIFFORD AS DIRECTOR Fort Lauderdale, FL (October 31, 2016) ? OptimumBank Holdings, Inc. (?Company?) (NASDAQ: OPHC), the parent company of OptimumBank

August 15, 2016 10-Q

OptimumBank Holdings, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 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: 000-50755 OPTIMUMBAN

August 15, 2016 10-Q

OptimumBank Holdings, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 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: 000-50755 OPTIMUMBAN

May 13, 2016 10-Q

OptimumBank Holdings, Inc. 10-Q

10-Q 1 ophc-10q033116.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

April 12, 2016 DEF 14A

OptimumBank Holdings DEFINITIVE PROXY STATEMENT

DEF 14A 1 d114910ddef14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for U

April 5, 2016 10-K/A

OptimumBank Holdings, Inc. 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 55-0865043 (State or other jurisdiction of incorporation or org

March 25, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Commission File Number: 000-50755 OPTIM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 55-0865043 (State or other jurisdiction of incorporation or organ

January 4, 2016 EX-3.1

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OPTIMUMBANK HOLDINGS, INC.

EX-3.1 EXHIBIT 3.1 - AMENDMENT TO ARTICLES OF INCORPORATION ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF OPTIMUMBANK HOLDINGS, INC. OPTIMUMBANK HOLDINGS, INC., a Florida corporation (the ?Corporation?), hereby adopts the following Articles of Amendment to its Articles of Incorporation, pursuant to the provisions of the Florida Business Corporation Act (the ?Act?): 1. Amendment. Paragr

January 4, 2016 EX-99.1

OPTIMUMBANK HOLDINGS, INC. ANNOUNCES REVERSE STOCK SPLIT

EX-99.1 EXHIBIT 99.1 ? PRESS RELEASE DATED DECEMBER 28, 2015 OPTIMUMBANK HOLDINGS, INC. ANNOUNCES REVERSE STOCK SPLIT FORT LAUDERDALE, FLORIDA ? December 28, 2015 ? OptimumBank Holdings, Inc. (NASDAQ: OPHC) today announced that effective at 5:00 pm, Eastern Time, on January 11, 2016 (the ?Effective Time?), the Company will effect a one-for-ten reverse stock split of its outstanding common stock. T

January 4, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): December 28, 2015 (December 28, 2015) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of In

November 13, 2015 10-Q

Optimumbank Holdings, Inc. 10-Q

10-Q 1 ophc-10q093015.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

October 9, 2015 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): October 8, 2015 (October 2, 2015) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorp

September 21, 2015 8-K

Other Events

8-K 1 d24731d8k.htm 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): September 21, 2015 (August 31, 2015) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other

August 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

10-Q 1 ophc-10q063015.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

June 16, 2015 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 d945294d8k.htm 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): June 15, 2015 (June 11, 2015) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other

May 15, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

10-Q 1 ophc-10q033115.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

April 21, 2015 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 d910940d8k.htm 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): April 20, 2015 (April 15, 2015) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Othe

April 8, 2015 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 d904688d8k.htm 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): April 7, 2015 (April 2, 2015) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Juris

April 7, 2015 DEF 14A

OptimumBank Holdings DEFINITIVE PROXY

DEF 14A 1 d862810ddef14a.htm DEFINITIVE PROXY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use

April 2, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 Commission File Number: 000-50755 OPTIM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 55-0865043 (State or other jurisdiction of incorporation or organ

March 31, 2015 NT 10-K

OptimumBank Holdings NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2014 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on

November 12, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 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: 000-50755 OPTIM

August 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 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: 000-50755 OPTIMUMBAN

July 22, 2014 EX-99.1

OPTIMUMBANK HOLDINGS, INC. ANNOUNCES CONTINUED LISTING ON NASDAQ

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE July 18, 2014 For more information contact: Moishe Gubin, Chairman of the Board, or Thomas Procelli, Chief Operating Officer, at (954) 900-2800 OPTIMUMBANK HOLDINGS, INC. ANNOUNCES CONTINUED LISTING ON NASDAQ Fort Lauderdale, FL (July 18, 2014)—OptimumBank Holdings, Inc. (NASDAQ: OPHC), the parent company of OptimumBank (“Company”), announces that it has

July 22, 2014 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 d760753d8k.htm 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): July 22, 2014 (July 22, 2014) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other

July 9, 2014 EX-99.1

OPTIMUMBANK HOLDINGS, INC. ANNOUNCES SALE OF STOCK AND RELATED INCREASE IN STOCKHOLDERS’ EQUITY

EX-99.1 2 d755278dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE July 9, 2014 For more information contact: Moishe Gubin, Chairman of the Board, or Thomas Procelli, Chief Operating Officer, at (954) 900-2800 OPTIMUMBANK HOLDINGS, INC. ANNOUNCES SALE OF STOCK AND RELATED INCREASE IN STOCKHOLDERS’ EQUITY Fort Lauderdale, FL (July 9, 2014) - OptimumBank Holdings, Inc. (NASDAQ: OPHC), the parent

July 9, 2014 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 9, 2014 (April 10, 2014) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporation)

May 6, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 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: 000-50755 OPTIMUMBA

April 9, 2014 DEF 14A

- DEFINITIVE PROXY STATEMENT

DEF 14A 1 d697291ddef14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for U

March 31, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 Commission File Number: 000-50755 OPTIM

10-K 1 ophc-10k123113.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 55-0865043 (State or othe

February 27, 2014 8-K

Current Report

8-K 1 d684675d8k.htm 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 February 24, 2014 Date of Report (Date of earliest event reported) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other jurisdict

February 4, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d670859d8k.htm 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): February 4, 2014 (January 30, 2014) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or

February 4, 2014 EX-99.1

OPTIMUMBANK HOLDINGS, INC. ANNOUNCES YEAR END RESULTS

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE January 30, 2014 For more information contact: Moishe Gubin, Chairman of the Board or Thomas Procelli, Chief Operating Officer at (954) 900-2800 OPTIMUMBANK HOLDINGS, INC. ANNOUNCES YEAR END RESULTS Fort Lauderdale, FL (January 30, 2014)—OptimumBank Holdings, Inc. (NASDAQ: OPHC), the parent company of OptimumBank, announced today a net loss

January 30, 2014 EX-99.1

OPTIMUMBANK HOLDINGS ANNOUNCES RESIGNATION OF INDEPENDENT DIRECTOR

EX-99.1 Exhibit 99.1 OPTIMUMBANK HOLDINGS, INC. FOR IMMEDIATE RELEASE January 27, 2014 For more information contact: Moishe Gubin, Chairman of the Board or Thomas A. Procelli, Chief Operating Officer at (954) 900-2800 OPTIMUMBANK HOLDINGS ANNOUNCES RESIGNATION OF INDEPENDENT DIRECTOR Fort Lauderdale, FL (January 27, 2014) – OptimumBank Holdings, Inc. (NASDAQ: OPHC), the parent company of OptimumBa

January 30, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 29, 2014 (January 25, 2014) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Inco

November 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

10-Q 1 ophc-10q093013.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

September 20, 2013 EX-10.1

Moishe Gubin 2477 E. Commercial Boulevard Fort Lauderdale, Florida 33308 September 13, 2013 OptimumBank Holdings, Inc. 2477 E. Commercial Boulevard Fort Lauderdale, Florida 33308 Mr. Joel Klein 2477 E. Commercial Boulevard Fort Lauderdale, Florida 33

EX-10.1 Exhibit 10.1 Moishe Gubin 2477 E. Commercial Boulevard Fort Lauderdale, Florida 33308 September 13, 2013 OptimumBank Holdings, Inc. 2477 E. Commercial Boulevard Fort Lauderdale, Florida 33308 Mr. Joel Klein 2477 E. Commercial Boulevard Fort Lauderdale, Florida 33308 Re: Amended and Restated Stock Purchase Agreement dated as of March 22, 2013 between OptimumBank Holdings, Inc. and Moishe Gu

September 20, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 d598967d8k.htm 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): September 19, 2013 (September 13, 2013) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or O

August 23, 2013 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 f8k082313.htm 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 23, 2013 (August 19, 2013) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Oth

August 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 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: 000-50755 OPTIMUMBAN

August 6, 2013 EX-99.1

OPTIMUMBANK HOLDINGS, INC. ANNOUNCES SECOND QUARTER RESULTS

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE July 30, 2013 For more information contact: Moishe Gubin, Chairman of the Board or Thomas A. Procelli, Chief Operating Officer at (954) 900-2800 OPTIMUMBANK HOLDINGS, INC. ANNOUNCES SECOND QUARTER RESULTS Fort Lauderdale, FL (July 30, 2013) - OptimumBank Holdings, Inc. (NASDAQ: OPHC), the parent company of OptimumBank (“Company”), announced today a net lo

August 6, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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 6, 2013 (July 30, 2013) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorpora

June 21, 2013 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

8-K 1 d557340d8k.htm 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): June 21, 2013 (June 19, 2013) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other

June 21, 2013 EX-99.1

OPTIMUMBANK HOLDINGS, INC. REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE RULE

Press Release Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE June 19, 2013 For more information contact: Moishe Gubin, Chairman of the Board or Thomas A. Procelli, Chief Operating Officer at (954) 776-2332 OPTIMUMBANK HOLDINGS, INC. REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE RULE Fort Lauderdale, FL (June 19, 2013) - OptimumBank Holdings, Inc. (NASDAQ: OPHC) (“Company”), the parent company

June 4, 2013 8-K/A

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2013 (May 31, 2013) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other Jurisdiction of Incorporation)

June 4, 2013 EX-99.1

OptimumBank Holdings, Inc. Completes 1-for-4 Reverse Stock Split

EXHIBIT 99.1 OptimumBank Holdings, Inc. Completes 1-for-4 Reverse Stock Split FORT LAUDERDALE, Fla., May 31, 2013 (GLOBE NEWSWIRE) - OptimumBank Holdings, Inc. (Nasdaq:OPHC) announced today that it is effecting a one-for-four (1:4) reverse split of its common stock, effective at the close of business today. The reverse stock split, which was authorized by its Board of Directors, was approved by th

June 4, 2013 EX-3.1

EXHIBIT 3.1 - AMENDMENT TO ARTICLES OF INCORPORATION

EX-3.1 2 exh31.htm EXHIBIT 3.1 Exhibit 3.1 EXHIBIT 3.1 - AMENDMENT TO ARTICLES OF INCORPORATION Paragraph (a) of Article III of the Articles of Incorporation was deleted in its entirety and replaced with the following: “(a) The aggregate number of shares of stock of all classes that the corporation shall have authority to issue is 56,000,000 shares, of which 50,000,000 shares shall be common stock

June 3, 2013 EX-99

OptimumBank Holdings, Inc. Completes 1-for-4 Reverse Stock Split

EXHIBIT 99.1 OptimumBank Holdings, Inc. Completes 1-for-4 Reverse Stock Split FORT LAUDERDALE, Fla., May 31, 2013 (GLOBE NEWSWIRE) - OptimumBank Holdings, Inc. (Nasdaq:OPHC) announced today that it is effecting a one-for-four (1:4) reverse split of its common stock, effective at the close of business today. The reverse stock split, which was authorized by its Board of Directors, was approved by th

June 3, 2013 8-K

Financial Statements and Exhibits, Other Events

8-K 1 document.htm FORM 8-K FILING DOCUMENT 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) May 31, 2013 OptimumBank Holdings, Inc. (Exact name of registrant as specified in its charter) Florida 000-50755 55-0865043 (State or other

May 17, 2013 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 d541010d8k.htm 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): May 17, 2013 (April 30, 2013) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Other

May 17, 2013 EX-99.1

OPTIMUMBANK HOLDINGS, INC. ANNOUNCES 1-FOR-4 REVERSE STOCK SPLIT AND ESTABLISHES RECORD DATE FOR REVERSE STOCK SPLIT

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE May 17, 2013 For more information contact: Moishe Gubin, Chairman of the Board or Thomas A. Procelli, Chief Operating Officer at (954) 776-2332 OPTIMUMBANK HOLDINGS, INC. ANNOUNCES 1-FOR-4 REVERSE STOCK SPLIT AND ESTABLISHES RECORD DATE FOR REVERSE STOCK SPLIT Fort Lauderdale, FL (May 17, 2013) - OptimumBank Holdings, Inc. (NASDAQ: OPHC) announced today t

May 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 or o 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: 000-50755 OPTIMUMBA

April 5, 2013 DEF 14A

- DEFINITIVE PROXY

Definitive Proxy UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as p

April 4, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 Commission File Number: 000-50755 OPTIM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 55-0865043 (State or other jurisdiction of incorporation or organ

April 2, 2013 NT 10-K

- NOTIFICATION OF LATE FILING

NT 10-K 1 obh-nt10k123112.htm NOTIFICATION OF LATE FILING OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): S Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR

March 28, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d511597d8k.htm 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): March 28, 2013 (March 22, 2013) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Othe

March 28, 2013 EX-10.1

Amended and Restated Stock Purchase Agreement, dated as of March 22, 2013, between OptimumBank Holdings, Inc. and Moishe Gubin (incorporated by reference from Current Report on Form 8-K filed with the SEC on March 28, 2013)

EX-10.1 2 d511597dex101.htm AMENDED AND RESTATED STOCK PURCHASE AGREEMENT EXHIBIT 10.1 EXHIBIT A AMENDED AND RESTATED STOCK PURCHASE AGREEMENT OPTIMUMBANK HOLDINGS, INC. AMENDED AND RESTATED STOCK PURCHASE AGREEMENT THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 22, 2013 by and between OPTIMUMBANK HOLDINGS, INC., a Florida corporation (the “Compan

March 25, 2013 PRE 14A

- PRELIMINARY PROXY STATEMENT

PRE 14A 1 d498832dpre14a.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidenti

March 13, 2013 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K/A 1 d502499d8ka.htm FORM 8-K AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2013 (March 11, 2013) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043

March 12, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d500557d8k.htm 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): March 12, 2013 (March 11, 2013) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State or Othe

March 12, 2013 EX-99.1

OPTIMUMBANK ANNOUNCES THE APPOINTMENT OF JEFFRY T. WAGNER AS CHIEF FINANCIAL OFFICER

Press Release Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE March 11, 2013 For more information contact: Moishe Gubin, Chairman of the Board or Thomas A. Procelli, Chief Operating Officer at (954) 776-2332 OPTIMUMBANK ANNOUNCES THE APPOINTMENT OF JEFFRY T. WAGNER AS CHIEF FINANCIAL OFFICER Fort Lauderdale, FL (March 11, 2013) – OptimumBank Holdings, Inc. (NASDAQ: OPHC), the parent company of Op

February 13, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d486084d8k.htm 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): February 13, 2013 (February 12, 2013) OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in charter) Florida 000-50755 55-0865043 (State o

February 13, 2013 EX-99.1

OPTIMUMBANK ANNOUNCES DEPARTURE OF RICHARD L. BROWDY AND THE APPOINTMENT OF TIMOTHY L. TERRY AS CHIEF EXECUTIVE OFFICER

FOR IMMEDIATE RELEASE February 12, 2013 For more information contact: Moishe Gubin, Chairman of the Board or Thomas A.

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