Filing Analysis
OptimumBank Holdings, Inc. has issued $35.0 million in 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036 to institutional investors. The proceeds are intended for general corporate purposes, and the notes are designed to qualify as Tier 2 regulatory capital.
🚩 Red Flags
- The notes are unsecured and subordinated, ranking junior to all current and future senior indebtedness.
- The company is required to pay additional interest if it fails to meet registration obligations under the Registration Rights Agreement.
📋 Key Facts
- Issued $35.0 million in aggregate principal amount of 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036.
- Notes were issued at 100% of face value via private placement to institutional accredited investors.
- Interest rate is fixed at 7.50% until September 1, 2031, after which it resets to 3-month SOFR + 340 bps.
- The notes are unsecured, subordinated, and rank junior to senior indebtedness.
- The notes are intended to qualify as Tier 2 capital for regulatory purposes.
- The company entered into a Registration Rights Agreement to allow for a future exchange offer of the notes for registered notes.
OptimumBank Holdings, Inc. announced an investor conference call scheduled for August 13, 2026, to provide forward-looking earnings guidance.
📋 Key Facts
- Investor conference call held on August 13, 2026.
- Management intends to provide forward-looking earnings guidance during the call.
- An investor script was filed as Exhibit 99.1.
OptimumBank Holdings, Inc. filed an 8-K to announce its unaudited results of operations and financial condition for the quarter and six-month period ended June 30, 2026.
📋 Key Facts
- Report date: July 24, 2026
- Reporting period: Quarter and six months ended June 30, 2026
- The filing includes a press release (Exhibit 99.1) and a presentation (Exhibit 99.2)
- Results are unaudited
OptimumBank Holdings announced the retirement of CEO Timothy Terry and the subsequent appointment of Chairman Moishe Gubin as the new CEO. Additionally, the company hired Braden R. Smith, a former executive from Wintrust Financial and Amerant Bank, as the new President of its bank subsidiary.
📋 Key Facts
- Timothy Terry retired as principal executive officer of the Company and CEO of the Bank effective May 1, 2026.
- Chairman Moishe Gubin was appointed as CEO and principal executive officer of the Company and CEO of the Bank on May 1, 2026.
- Braden R. Smith was appointed President of OptimumBank effective May 1, 2026.
- Braden R. Smith previously served as Chief Business Development Officer of Amerant Bank (2024-2026) and Executive Vice President of Wintrust Financial Corporation (2009-2024).
OptimumBank Holdings, Inc. reported the results of its 2026 annual meeting, where shareholders approved the election of six directors and a significant amendment to the Articles of Incorporation to authorize a new class of nonvoting common stock. All proposals passed with substantial majorities, including the ratification of the company's independent auditor.
🚩 Red Flags
- The authorization of nonvoting common stock can be a mechanism to facilitate future capital raises or acquisitions while concentrating voting control within the existing voting share class.
📋 Key Facts
- The annual meeting was held on April 28, 2026, with 73.91% of the 12,166,437 outstanding shares represented.
- Proposal 2 was approved to authorize a new class of nonvoting common stock, receiving 6,699,923 votes in favor.
- Six directors were elected to the board: Moishe Gubin, Joel Klein, Avi Zwelling, Thomas Procelli, Michael Blisko, and Steven Newman.
- Hacker, Johnson & Smith, P.A. was ratified as the independent auditor for the 2026 fiscal year with over 99% of the non-abstaining votes.
OptimumBank Holdings, Inc. announced its unaudited financial results for the first quarter ended March 31, 2026, and scheduled a shareholder presentation for April 28, 2026.
📋 Key Facts
- The company reported results for the quarter ended March 31, 2026.
- A press release (Exhibit 99.1) and a shareholder presentation (Exhibit 99.2) were issued on April 24, 2026.
- The annual shareholder presentation is scheduled to be held on April 28, 2026.
- The filing was made under Items 2.02 and 7.01 of Form 8-K.
OptimumBank Holdings, Inc. announced the formation of a new wholly-owned subsidiary, OptimumFunding, LLC, on February 23, 2026.
📋 Key Facts
- The company formed a new wholly-owned subsidiary named OptimumFunding, LLC.
- The announcement was made via a press release on February 23, 2026.
- The filing was made under Item 8.01 (Other Events).
OptimumBank Holdings, Inc. filed an 8-K to announce the issuance of a press release containing its unaudited results of operations and financial condition for the fiscal year ended December 31, 2025.
📋 Key Facts
- The filing relates to the company's unaudited financial results for the year ending December 31, 2025.
- A press release dated February 2, 2026, was issued as an exhibit (99.1) containing the financial data.
- The report is filed pursuant to Items 2.02 and 7.01.
OptimumBank Holdings, Inc. entered into an Exchange Agreement with Michael Blisko on January 27, 2026. The transaction involves the exchange of Series B Convertible Preferred Stock for a significant issuance of common stock.
🚩 Red Flags
- Potential dilution: The issuance of 531,178 new common shares may significantly dilute existing shareholders depending on total outstanding share count.
- Convertible instrument complexity: The exchange involves Series B Convertible Preferred Stock, which often carries terms that can lead to further downward pressure on stock price upon conversion.
📋 Key Facts
- Date of transaction: January 27, 2026
- Counterparty: Michael Blisko
- Exchange terms: 65 shares of Company Series B Convertible Preferred Stock exchanged for 531,178 newly issued shares of common stock
- Exemption used: Section 3(a)(9) of the Securities Act of 1933 (exchange of securities)
OptimumBank Holdings, Inc. released a presentation regarding its unaudited results of operations and financial condition for the fiscal year ended December 31, 2025.
📋 Key Facts
- Released unaudited results of operations and financial condition as of year-end December 31, 2025.
- The disclosure was made via a presentation released on January 20, 2026.
- The filing includes an exhibit (99.1) containing the investor presentation.
OptimumBank Holdings, Inc. filed an 8-K to furnish its unaudited results of operations and financial condition for the nine-month period ended September 30, 2025.
📋 Key Facts
- Reporting date: November 12, 2025
- Period covered: Nine-month period ended September 30, 2025
- Nature of disclosure: Unaudited results of operations and financial condition via press release (Exhibit 99.1)
OptimumBank Holdings, Inc. released a presentation regarding its unaudited results of operations and financial condition for the nine-month period ended September 30, 2025.
📋 Key Facts
- Release of unaudited results of operations and financial condition.
- Reporting period covers the nine months ended September 30, 2025.
- The filing includes a presentation dated October 16, 2025 (Exhibit 99.1).
OptimumBank Holdings, Inc. has amended and restated its Series B preferred stock terms to align them with its Series C preferred stock. This change results in the inclusion of Series B shares in the calculation of diluted common shares and other diluted earnings per share metrics.
📋 Key Facts
- Effective date of amendment: October 1, 2025.
- The amendment restates terms of Series B preferred stock to conform with Series C preferred stock.
- Series B preferred stock will now be included in diluted common shares and related financial disclosures (e.g., diluted EPS).
OptimumBank Holdings, Inc. issued an 8-K to clarify comments made during its Q2 2025 earnings webcast held on August 7, 2025.
🚩 Red Flags
- Clarification of previous comments can sometimes indicate verbal guidance that was inconsistent with formal financial disclosures, though the specific nature of the correction is not detailed in the summary text.
📋 Key Facts
- The filing is a clarification regarding statements made during the second quarter 2025 earnings webcast.
- The webcast occurred on August 7, 2025.
- A press release and transcript are provided as Exhibit 99.1 to provide context or corrections.
OptimumBank Holdings, Inc. filed an 8-K to announce its earnings results for the period ending June 30, 2025. The filing serves as a formal notification that a press release containing financial results has been issued.
📋 Key Facts
- Reporting date: August 6, 2025
- Period covered: Quarter/period ending June 30, 2025
- The company released its results of operations and financial condition via press release (Exhibit 99.1).
OptimumBank Holdings, Inc. filed an 8-K to release a presentation regarding its unaudited results of operations for the period ending June 30, 2025.
📋 Key Facts
- The filing relates to unaudited results of operations for the period ended June 30, 2025.
- A presentation was released on July 24, 2025 (Exhibit 99.1).
- The company is listed on the NYSE American under ticker OPHC.
OptimumBank Holdings, Inc. has amended its existing At-Market Issuance Sales Agreement to add A.G.P./Alliance Global Partners as an additional Agent. This amendment allows for a broader group of agents to facilitate the sale of shares under the company's existing S-3 registration statement.
🚩 Red Flags
- Use of 'At Market' issuance (ATM) programs often indicates a need for immediate liquidity, which can lead to significant shareholder dilution.
📋 Key Facts
- Entered into Amendment No. 1 to At Market Issuance Sales Agreement on July 1, 2025.
- Added A.G.P./Alliance Global Partners as an Agent alongside Compass Point Research & Trading, LLC.
- The offering is conducted under a Form S-3 registration statement originally filed on August 9, 2024.
- Filed Prospectus Supplement No. 1 pursuant to Rule 424(b)(5) to reflect the change in agents.
OptimumBank Holdings, Inc. released a presentation on May 29, 2025, detailing its unaudited results of operations for the first quarter ended March 31, 2025.
📋 Key Facts
- The filing is an Item 7.01 Regulation FD Disclosure.
- The company released a presentation regarding unaudited results of operations for the period ending March 31, 2025.
- The report was signed by Moishe Gubin, Chairman of the Board of Directors.
OptimumBank Holdings, Inc. announced a leadership transition in its finance department effective May 1, 2025. Elliot Nunez has been promoted to EVP and CFO, replacing interim CFO Joel Klein who has retired from the officer role but remains on the Board.
🚩 Red Flags
- Transition from an 'interim' CFO suggests recent volatility or vacancy in the finance leadership role.
📋 Key Facts
- Elliot Nunez (age 58) promoted to Executive Vice President and Chief Financial Officer effective May 1, 2025.
- Mr. Nunez previously served as CFO of subsidiary OptimumBank since February 2020.
- Joel Klein retired as interim CFO on May 1, 2025.
- Joel Klein will continue to serve as a member of the Company's Board of Directors.
OptimumBank Holdings, Inc. held its 2025 annual meeting of shareholders on April 29, 2025. The filing reports the results of shareholder votes regarding director elections, an amendment to the equity incentive plan, and the ratification of independent auditors.
📋 Key Facts
- Annual meeting held on April 29, 2025.
- Quorum reached with 8,689,070 shares present (73.94% of outstanding shares).
- Six directors were elected: Moishe Gubin, Joel Klein, Avi Zwelling, Thomas Procelli, Michael Blisko, and Steven Newman.
- Proposal to increase the 2018 Equity Incentive Plan cap from 1,050,000 to 1,550,000 shares was approved (5,143,390 'For' votes).
- Hacker, Johnson & Smith, P.A. was ratified as independent auditor for fiscal year 2025 with significant majority support.
OptimumBank Holdings, Inc. released a presentation detailing its full-year 2024 results and unaudited results for the first quarter of 2025.
📋 Key Facts
- Company released an investor presentation on April 24, 2025.
- Presentation covers financial results for the fiscal year ended December 31, 2024.
- Presentation includes unaudited results of operations for the quarter ended March 31, 2025.
OptimumBank Holdings, Inc. filed an 8-K to announce the issuance of a press release regarding its unaudited results of operations for the fiscal period ending December 31, 2024.
📋 Key Facts
- The company issued a press release on February 4, 2025, detailing unaudited results of operations.
- Reporting period covered is the period ended December 31, 2024.
- The filing includes Exhibit 99.1 (Press Release) as part of Regulation FD Disclosure.
OptimumBank Holdings, Inc. announced the resignation of Martin Z. Schmidt from its Board of Directors and the board of OptimumBank, effective January 28, 2025.
📋 Key Facts
- Martin Z. Schmidt resigned from the Boards of Directors of both OptimumBank Holdings, Inc. and OptimumBank.
- The resignation became effective on January 28, 2025.
- Mr. Schmidt confirmed his resignation is not due to any disagreement with either entity.
OptimumBank Holdings, Inc. released a presentation regarding its unaudited results of operations for the fiscal period ending December 31, 2024.
📋 Key Facts
- The company issued an investor presentation on January 17, 2025.
- The presentation covers unaudited results of operations for the period ended December 31, 2024.
- The filing is made pursuant to Item 7.01 (Regulation FD Disclosure).
OptimumBank Holdings, Inc. announced a change in its stock exchange listing from Nasdaq to NYSE American, effective December 31, 2024.
📋 Key Facts
- The company is transferring its stock listing from the Nasdaq Stock Market LLC to the NYSE American.
- The transfer is scheduled to become effective on December 31, 2024.
- The announcement was made via a press release dated December 19, 2024.
OptimumBank Holdings, Inc. issued an 8-K to announce a press release regarding its unaudited results of operations for the third quarter ended September 30, 2024.
📋 Key Facts
- The filing relates to unaudited results of operations for the period ending September 30, 2024.
- A press release was issued on November 8, 2024, as an exhibit (99.1).
- The report is filed under Item 7.01 (Regulation FD Disclosure).
OptimumBank Holdings, Inc. released a presentation on October 24, 2024, detailing its unaudited results of operations for the period ending September 30, 2024.
📋 Key Facts
- The filing is an Item 7.01 Regulation FD Disclosure.
- The company released a presentation regarding unaudited results of operations for the period ended September 30, 2024.
- The report was filed on October 24, 2024.
OptimumBank Holdings, Inc. filed an 8-K to release a presentation regarding its unaudited results of operations for the period ending June 30, 2024.
📋 Key Facts
- The filing relates to unaudited results of operations for the period ended June 30, 2024.
- A presentation was released on August 2, 2024 (Exhibit 99.1).
- The report is filed under Item 7.01 (Regulation FD Disclosure).
OptimumBank Holdings, Inc. held its 2024 annual meeting of shareholders on May 30, 2024. The filing reports the election of seven directors and the ratification of Hacker, Johnson & Smith, P.A. as independent auditors.
📋 Key Facts
- Annual meeting held on May 30, 2024.
- 76.34% of outstanding shares (7,355,282 shares) were present in person or by proxy.
- Seven directors were elected: Moishe Gubin, Joel Klein, Martin Schmidt, Avi Zwelling, Thomas Procelli, Michael Blisko, and Steven Newman.
- Proposal 2 to ratify Hacker, Johnson & Smith, P.A. as independent auditor for fiscal year 2024 was approved with 7,315,932 votes 'For'.
- Total shares outstanding at record date: 9,634,821.
OptimumBank Holdings, Inc. filed an 8-K to provide Regulation FD disclosure regarding its quarterly results for the period ended March 31, 2024.
📋 Key Facts
- The filing was made on May 16, 2024.
- The company issued a press release discussing aspects of its results of operations for the quarter ended March 31, 2024.
- The disclosure is intended to satisfy Regulation FD requirements.
OptimumBank Holdings, Inc. released a presentation on May 6, 2024, detailing its unaudited results of operations for the first quarter ended March 31, 2024.
📋 Key Facts
- The filing pertains to the release of unaudited quarterly results for the period ending March 31, 2024.
- A presentation was released on May 6, 2024, as an exhibit (99.1).
- The report is filed under Item 7.01 (Regulation FD Disclosure) and Item 9.01 (Financial Statements and Exhibits).
OptimumBank Holdings, Inc. released an investor presentation regarding its unaudited results of operations for the quarter ended March 31, 2024.
📋 Key Facts
- The filing relates to unaudited results of operations for the quarter ending March 31, 2024.
- A presentation was released on April 22, 2024 (Exhibit 99.1).
- The disclosure is made pursuant to Item 7.01 (Regulation FD Disclosure).
OptimumBank Holdings, Inc. completed a significant equity financing involving the issuance of common and Series C preferred stock to six investors. The transaction raised approximately $7.94 million in gross proceeds to fund operations and growth.
🚩 Red Flags
- Significant dilution: Issuance of over 2 million total shares (common and preferred) at a fixed price.
- Registration Rights Agreement: The requirement to register 1.38M shares creates potential future selling pressure on the market.
📋 Key Facts
- Effective Date: March 28, 2024
- Gross Proceeds: $7,942,997
- Securities Issued: 1,511,025 shares of common stock and 525,641 shares of Series C preferred stock
- Price per Share: $3.90
- Number of Investors: 6
- Registration Rights: Company must register 1,381,025 shares of common stock for five of the investors.
- Placement Agent: Compass Point Research and Trading, LLC acted as exclusive sales agent.
OptimumBank Holdings, Inc. filed an 8-K to release a presentation regarding its unaudited results of operations for the fiscal year ended December 31, 2023.
📋 Key Facts
- The filing relates to unaudited results of operations for the year ended December 31, 2023.
- A presentation was released on February 6, 2024 (Exhibit 99.1).
- The report is filed pursuant to Items 2.02 and 7.01.
OptimumBank Holdings, Inc. filed an 8-K to announce the release of unaudited results of operations for its subsidiary, OptimumBank, for the fiscal year ended December 31, 2023.
📋 Key Facts
- The filing relates to the unaudited results of operations for the subsidiary, OptimumBank.
- Reporting period: Year ended December 31, 2023.
- Report date: February 5, 2024.
- The company issued a press release (Exhibit 99.1) containing the financial details.