UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
CENTRAL FEDERAL CORPORATION
(Name of Issuer)
Common Shares
(Title of Class of Securities)
15346Q400
(CUSIP Number)
Fredrick DiSanto
C/O Ancora
Advisors, LLC
6060 Parkland Boulevard, Suite 200
Cleveland, Ohio 44124
(216) 825-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
6/25/2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ancora Advisors, LLC
33-1099773
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO, AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada, United
States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
267,972
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8.
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SHARED VOTING POWER
00,000
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9.
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SOLE DISPOSITIVE POWER
267,972
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10.
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SHARED DISPOSITIVE POWER
00,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,972
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.04%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO, AF
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13D
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Item 1. Security and Issuer.
This statement
relates to the shares of the (CFBK) CENTRAL FEDERAL CORP. The address of the issuer is 7000 N. High Street, Worthington, Ohio
43085.
Item 2. Identity and Background.
Ancora Holdings Inc. is the parent company of three investment advisors registered with the SEC under the Investment Advisors
Act, as amended: Ancora Advisors LLC, Ancora Family Wealth Advisors, & Ancora Retirement Plan Advisors (collectively,
the "Ancora RIAs"). This statement is filed by Ancora Advisors, LLC and includes, if applicable, Shares that may be deemed
to be beneficially owned by the other Ancora RIAs. Ancora Advisors, LLC is the investment advisor to the Ancora Trust, which
includes the Ancora/Thelen Small-Mid Cap Fund, Ancora Dividend Value Fund and Ancora MicroCap Fund,
(Ancora Family of Mutual Funds), which are registered with the SEC as investment companies under the Investment Company Act,
as amended. The address of the principal office of Ancora Advisors, LLC is 6060 Parkland Boulevard, Suite 200, Cleveland,
Ohio 44124.
Ancora Advisors, LLC has the power to dispose of the shares owned by the investment clients
for which it acts as advisor, including Ancora’s private Funds, Merlin Partners, AAMAF LP, Ancora
Catalyst LP, their related SPV, series and managed accounts, as well as the Ancora Family of Mutual Funds. Ancora Advisors
disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.
Other than as disclosed immediately below, during the last five years the Reporting Person has not
been convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws. On December 18, 2018, Ancora Advisors LLC entered into a settlement with the SEC regarding the violation of Section 206(4)
under the Investment Advisers Act of 1940 ("Advisers Act") and Rule 206(4)-5 thereunder, due to the contributing of more than
the allowable $350 contribution to certain political campaigns. Ancora consented to the Order and paid a penalty in the amount
of $100,000.
Item 3. Source or Amount of Funds or
Other Consideration.
Ancora Advisors
owns no Shares directly but Ancora Advisors may be deemed to beneficially own (within the meaning of Rule 13(d)(3) of
the Securities Exchange Act of 1934) Shares purchased for or transferred to the accounts of investment management clients.
Ancora Advisors disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.
Ancora’s
private Funds, Merlin Partners, AAMAF LP, Ancora Catalyst LP, their related SPV, series and managed
accounts, Ancora Family of Mutual Funds, Employees of Ancora Advisors, LLC and Owners of Ancora Advisors, LLC. have used
available and uncommitted cash to purchase shares of the Issuer.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued
and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities
available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares
desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things,
the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times
as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the
Issuer.
The
following list sets forth the aggregate number and percentage (based on 5,316,573
Shares of Common Stock outstanding on 5/1/2020 owned beneficially by the
Reporting Persons:
Name
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No. Of Shares
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Percent of Class
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Ancora Owners/Employees (1)
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0
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0
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Ancora Funds & Partnerships (2)
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209,636
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3.94
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Ancora SMA (3)
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58,336
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1.10
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TOTAL
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267,972
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5.04
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(1) These Shares are owned by the owners and employees of Ancora.
(2)
These Shares are owned by the Ancora Family of Mutual Funds and/or Investment Partnerships, including Merlin Partners, the
AAMAF LP, and Ancora Catalyst Fund LP, and their related SPV series, for which it is also the
General Partner, of which Ancora Advisors acts as the discretionary portfolio manager.
(3)
These Shares are owned by investment clients of Ancora Advisors, LLC and include, if applicable, Shares owned by investment
clients of the other Ancora RIAs. The Ancora RIAs do not own these Shares directly, but by virtue of the investment management
agreements between the Ancora RIAs and their investment clients, each Ancora RIA may be deemed to beneficially own Shares
by reason of its power to vote and dispose of such Shares. Each applicable Ancora RIA disclaims beneficial ownership of such
Shares.
The
transactions in the Shares by the Reporting Persons since the last filing are set forth in Exhibit A are incorporated
herein by reference. No person other than the persons referenced herein is known to have the right to receive, or the power to
direct the receipt of dividends from, or proceeds from the sale of, the Shares. All transactions in the Shares were made
in the open market.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
N/A
Item 7. Material to Be Filed as
Exhibits.
Exhibit A: Ancora Trades
Exhibit
A: ANCORA "Relevant Transactions in Shares" (During last 60 days).
Date of Transaction
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Buy/Sell
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Amount of Security
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Price Per Shares
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5/19/2020
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BUY
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100,000
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$ 10.11
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5/28/2020
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BUY
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5,350
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$ 10.51
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6/1/2020
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BUY
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9,669
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$ 10.50
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6/8/2020
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BUY
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5,181
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$ 11.02
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6/17/2020
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BUY
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10,000
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$ 10.00
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6/25/2020
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BUY
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12,456
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$ 9.91
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6/29/2020
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BUY
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301
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$ 9.87
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete
and correct.
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Ancora Advisors, LLC
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/s/ Fredrick DiSanto
Fredrick DiSanto
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Chairman and Chief Executive
Officer
Fredrick DiSanto
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Dated : July 6, 2020
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