CFBK CF Bankshares Inc

As filed with the Securities and Exchange Commission on December 12,  2024

Registration No. 333-





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
____________________



FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

____________________



CF BANKSHARES INC.

(Exact name of registrant as specified in its charter)









4960 E. Dublin Granville Rd., Suite #400

Columbus, Ohio 43081 

 (Address of Principal Executive Offices)  (Zip Code)



CF Bankshares Inc. 2019 Equity Incentive Plan

(Full title of the plan)







(614) 334-7979

(Telephone number, including area

code, of agent for service)



Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.





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 7(a)(2)(B) of the Securities Act. ☐

---

 

EXPLANATORY NOTE



This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by CF Bankshares Inc. a Delaware corporation (the “Company” or the “Registrant”), for the purposes of registering an additional 200,000 shares of the Company’s (Voting) Common Stock, $0.01 par value per share (the “Common Stock”), to be issued pursuant to the CF Bankshares Inc. 2019 Equity Incentive Plan (previously known as the Central Federal Corporation 2019 Equity Incentive Plan), as amended by the First Amendment to the CF Bankshares Inc. 2019 Equity Incentive Plan (as amended, the “Plan). 



PART I



INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS



The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).  Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.  Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. 





PART II



INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.Incorporation of Documents by Reference.

The following documents, filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement:

All documents which may be filed by the Company with the Commission pursuant to Section 13(a), Section 13(c), Section 14 or Section 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered under the Plan pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold,

---

 

shall also be deemed to be incorporated by reference in this Registration Statement and to be made a part hereof from the date of filing of such documents.  To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was or is furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference into this Registration Statement. 

Any statement contained in this Registration Statement or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference in this Registration Statement, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference in this Registration Statement modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.Description of Securities.

Not applicable.

Item 5.Interests of Named Experts and Counsel.

Not applicable.

Item 6.Indemnification of Directors and Officers.

Delaware General Corporation Law

Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware (the “DGCL”) provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. In the case of any action, suit or proceeding other an action or suit by or in the right of the corporation, such indemnification may apply to any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe that his or her conduct was unlawful.   In the case of any action or suit by or in the right of the corporation, such indemnification may only apply to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of the action or suit, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the corporation’s best interests, and no such indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that an appropriate court determines that such person is fairly and reasonably entitled to indemnification for such expenses which the court deems proper. 

In addition, Section 145 states that, to the extent that a present or former director or officer of a Delaware corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, such corporation must indemnify such person against the expenses actually and reasonably incurred by such person in connection therewith.

Section 145 further provides that any indemnification referred to above (unless ordered by a court) shall be made by a Delaware corporation only as authorized in the specific case upon a determination that such indemnification is proper in the circumstances because the indemnified person has met the applicable standard of conduct set forth in Section 145.  Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination: (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

---

 

Section 145 further provides that a Delaware corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against and incurred by such person in any such capacity, or arising out of such person’s status in such capacity, whether or not the corporation would have the power to indemnify such person under Section 145.

Certificate of Incorporation

Article Tenth of the Certificate of Incorporation, as amended, of the Company (the “Certificate of Incorporation”) provides that, to the extent permitted by the DCGL,  the Company shall indemnify any person who was or is a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or an officer of the Company or is or was serving at the request of the Company as  a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to an employee benefit plan), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection with such action, suit or proceeding; provided, however, that except with respect to proceedings brought against the Company to enforce a right to indemnification, the Company shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Company’s Board of Directors.

The right to indemnification described above includes the right of such person to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if required by the DGCL, an advancement of expenses by a person in his or her capacity as a director or officer (but not in any other capacity) shall be made only upon delivery to the Company of a undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under Article Tenth or otherwise. Such right to indemnification and advancement of expenses under Article Tenth are deemed contract rights and shall continue as to any such person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators.

In addition, Article Tenth permits any person entitled to indemnification under Article Tenth to bring suit against the Company to recover the unpaid amount of any claim to indemnification if not paid in full by the Company within sixty days after a written claim has been received by the Company, except in the case of a claim for advancement of expenses, in which case the applicable period is twenty days. If the indemnified person is successful in whole or in part in any such suit or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, such person shall be entitled to be paid also the expenses of prosecuting or defending such suit. In (i) any suit brought by the indemnified person to enforce a right to indemnification under Article Tenth (but not in a suit brought by such person to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that, the indemnified person has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnified person is proper in the circumstances because such person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnified person has not met such applicable standard of conduct, shall create a presumption that such person has not met the applicable standard of conduct or, in the case of such a suit brought by such person, be a defense to such suit. In any suit brought by the indemnified person to enforce a right to indemnification or to an advancement of expenses under Article Tenth, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnified person is not entitled to be indemnified, or to such advancement of expenses, under Article Tenth or otherwise shall be on the Company.

Article Tenth also provides that the Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or subsidiary or affiliate or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.

---

 

Insurance

As permitted by Section 145 and Article Tenth of the Company’s Certificate of Incorporation, the Company maintains insurance policies under which directors and officers of the Company and its subsidiaries are insured, within the limits and subject to the limitations of such policies, against certain liabilities, including liabilities under the Securities Act.

Item 7.Exemption from Registration Claimed.

Not applicable.

Item 8.Exhibits.

The documents listed in the Index to Exhibits that immediately precedes the “Signatures” page of this Registration Statement are filed with this Registration Statement as exhibits or incorporated into this Registration Statement by reference, in each case as noted.

Item 9.Undertakings.

(a)The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the

---

 

Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 

---

 

INDEX TO EXHIBITS



---

 

SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on December 12, 2024.

CF BANKSHARES INC.



By: /s/ Timothy T. O’Dell

Timothy T. O’Dell,  President and Chief Executive Officer



POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Timothy T. O’Dell as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him in any and all capacities, to sign the Registration Statement on Form S-8 of CF Bankshares Inc., and any or all amendments (including post-effective amendments thereto), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.









---

EXHIBIT 107.1



Calculation of Filing Fee Tables

Form S-8

(Form Type)

CF Bankshares Inc.

(Exact Name of Registrant as Specified in its Charter)



Table 1: Newly Registered Securities







---

December 12, 2024

CF Bankshares Inc.

4960 E. Dublin Granville Rd., Suite #400

Columbus, OH 43081



Re:Registration Statement on Form S-8 – CF Bankshares Inc. 2019 Equity Incentive Plan, as Amended

Ladies and Gentlemen:

We have acted as counsel to CF Bankshares Inc.,  a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) on the date hereof pursuant to the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations promulgated thereunder (the “Rules and Regulations”), for the registration of 200,000 shares of the Company’s (Voting) Common Stock,  $0.01 par value per share (the “Common Stock”), for issuance and delivery pursuant to the CF Bankshares Inc. 2019 Equity Incentive Plan (previously known as the Central Federal Corporation 2019 Equity Incentive Plan), as amended by the First Amendment to the CF Bankshares Inc. 2019 Equity Incentive Plan (as amended, the “Plan”).

In connection with rendering this opinion, we have examined, to the extent deemed necessary, originals or copies, the authenticity of which has been established to our satisfaction, of: (a) the Registration Statement; (b) the Plan; (c) the Company’s Certificate of Incorporation, as currently in effect; (d) the Company’s Second Amended and Restated Bylaws, as currently in effect; and (e) certain corporate records of the Company, including resolutions adopted by the directors of the Company.  We have also relied upon such oral or written statements and representations of the officers of the Company and examined such certificates of public officials and authorities of law as we have deemed relevant as a basis for the opinion expressed herein.

In our examination of the aforesaid records, documents and certificates, we have assumed, without independent investigation, the authenticity of all records, documents and certificates examined by us, the correctness of the information contained in all records, documents and certificates examined by us, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents and certificates, the authority of all individuals entering and maintaining records, and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents or certificates. 

We have relied solely upon the examinations and inquiries recited herein, and, except for the examinations and inquiries recited herein, we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn.

---

 

Based upon and subject to the foregoing and subject to the qualifications and limitations set forth herein, as of the date hereof, we are of the opinion that the 200,000 shares of Common Stock to be registered under the Act pursuant to the Registration Statement and that may be issuable under the Plan, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable, assuming compliance with applicable securities laws. 

The opinions expressed herein are limited solely to the laws of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinions expressed herein. Our opinions are limited to those expressly set forth herein, and we express no opinions by implication.

This opinion is based upon the laws and legal interpretations in effect, and the facts and circumstances existing, on the date hereof, and we assume no obligation to revise or supplement this opinion should any such law or legal interpretation be changed by legislative action, judicial interpretation or otherwise or should there be any change in such facts or circumstances.

This opinion is furnished by us solely for the benefit of the Company in connection with the offering of the 200,000 shares of Common Stock covered by the Registration Statement pursuant to the Plan and the filing of the Registration Statement and any amendments thereto.

Notwithstanding the foregoing, we consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement and to the reference to us therein.  By giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations.

Except in connection with the Registration Statement as aforesaid, no portion of this opinion may be quoted or otherwise used by any person without our prior written consent.

Sincerely,

/s/ Vorys, Sater, Seymour and Pease LLP

Vorys, Sater, Seymour and Pease LLP







---

EXHIBIT 23.1





CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of CF Bankshares Inc., for the registration of 200,000 shares of (Voting) Common Stock, $0.01 par value per share, of CF Bankshares Inc. to be issued pursuant to the CF Bankshares Inc. 2019 Equity Incentive Plan, as amended, of our report dated March 28, 2024, on our audits of the consolidated financial statements of CF Bankshares Inc. as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023, which report is included in the Annual Report on Form 10-K of CF Bankshares Inc. for the year ended December 31, 2023.  Our report contained an explanatory paragraph stating CF Bankshares Inc. changed its method of accounting for credit losses on financial instruments due to the adoption of Accounting Standards Codification Topic 326:  Financial Instruments – Credit Losses.    

 



Forvis  Mazars, LLP

Indianapolis, Indiana

December 12, 2024





---