Form 8-K - Current report

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)

(Commission

file number)

(IRS employer

identification no.)

2929 East Commercial Boulevard				33308
Ft. Lauderdale, Florida				(Zip Code)
(Address of principal executive offices)

(954) 776-2332

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class registered		Trading Symbol(s)		Name of exchange on which registered
Common Stock		OPHC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1933 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On December 8, 2023, OptimumBank Holdings, Inc. issued a press release describing aspects of its results of operations for the month ended October 31, 2023.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Name	Filed Herewith
99.1	Press release dated December 8, 2023	*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	*

The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OPTIMUMBANK HOLDINGS, INC.

Date:	December 8, 2023

By:	/s/ Moishe Gubin
	Moishe Gubin
	Chairman of the Board of Directors

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 partially driven by a $26 million increase in net loans. Since the Company announced entry into Accounts Receivable Financing to Skilled Nursing Facilities at the end of last year, our SNF portfolio has grown to over $28MM. Additionally, since the Company announced seeking entry into the Small Business Administration (SBA) National Lending Program to provide loans to small and middle market companies, the Company is now approved for SBA Lending and has closed it first SBA Loan for $300,000 and has a pipeline of $15MM in various stages of loan underwriting and processing. Additionally, the Company intends to close in the area of $50MM of SBA loans in 2024. Core earnings are a non-GAPP financial measure used by management as an earnings measure to ascertain the profitability of the underlying business of the Company for the month of October 2023 has increased over the past ten months to $1,410,900 as compared to $963,215 reported for the month ended December 31, 2022.¹

Chairman Gubin commends the Board and Management for the promising implementation of a well-designed strategic plan to grow the size and profitability of the Company and developing strong and lasting customer relationships along the way.

Growing the asset size of the Company for the remainder of 2023 and into 2024 is facilitating our goal to provide greater shareholder returns. Growth in our earning as the Company grows has been and will continue to be our main focus. The Board and Management are working hard to improve on our results and truly succeed in bringing returns to all of our shareholders.

As the Company grows, the Board and Management stays focused on maintaining our well capitalized status under regulatory guidelines, enhancing our reputation for consistent and stellar customer service, and performing better than many of our peers in a number of banking metrics.

OptimumBank’s strategic plan also encompasses expanding lending capabilities, increasing the Company’s core deposit base primarily with fee-based income businesses and by evaluating M&A opportunities. The Board and Management remains focused on increasing the Loan-to-Deposit ratio by maintaining competitive pricing of the Company’s products to improve the Net Interest Margin (NIM) to reach its maximum potential. The Company continues to focus on the customer on its path to grow larger and stronger while still achieving community banking at its best, where each customer is a name, not a number.

¹ The following table reconciles core earnings to net income, a GAAP financial measure:

		Consolidated
		Month End
		10/31/2023		12/31/2022
	Net Income	$	749,888	$	540,836
Add	Taxes		255,142		184,351
Add	Provision for Credit Losses		405,870		238,028
		$	1,410,900	$	963,215

About OptimumBank Holdings, Inc.

OptimumBank Holdings, Inc. operates as the bank holding company for OptimumBank that provides a range of consumer and commercial banking services to individuals and businesses. The company accepts demand interest-bearing and noninterest-bearing, savings, money market,

NOW, and time deposit accounts, as well as certificates of deposit; and offers residential and commercial real estate, commercial, and consumer loans, as well as lending lines for working capital needs. It also provides debit and ATM cards; investment, cash management, and notary and night depository services; and direct deposits, money orders, cashier’s checks, domestic collections, drive-in tellers, and banking by mail, as well as Internet banking services. In addition, the company engages in holding, managing, and disposing foreclosed real estate. It operates through banking offices located in Broward County, Florida. OptimumBank Holdings, Inc. was founded in 2000 and is based in Fort Lauderdale, Florida.

Safe Harbor Statement:

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

Cover	Dec. 08, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 08, 2023
Entity File Number	000-50755
Entity Registrant Name	OPTIMUMBANK HOLDINGS, INC.
Entity Central Index Key	0001288855
Entity Tax Identification Number	55-0865043
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	2929 East Commercial Boulevard
Entity Address, City or Town	Ft. Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33308
City Area Code	(954)
Local Phone Number	776-2332
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	OPHC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable