Item 8.01. Other Events.

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

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

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

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

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

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

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

Cautionary Note Regarding Forward-Looking Statements

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

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number    Description

99.1        Press Release of OptimumBank Holdings, Inc. dated July 30, 2021

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