Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers
On August 23, 2022, the Board of Directors of OptimumBank Holdings, Inc. (the
"Company") elected Steven Newman as a director to fill the vacancy resulting
from the earlier resignation of director Heng Fai Ambrose Chan. Mr. Newman was
also appointed as a director of the Company's subsidiary, OptimumBank.
The initial term as director for Mr. Newman will expire at the Company's 2023
annual meeting of shareholders. Mr. Newman is independent under the NASDAQ
Marketplace Rules and the Company's criteria for determining director
independence.
Mr. Newman is the Chief Executive Officer of Newman Group, LLC, a licensed real
estate firm based in Ft. Lauderdale. He has been an active member of the South
Florida business community since 1998. Mr. Newman is an experienced real estate
investor. Mr. Newman is the Co-founder and Chairman of the Board of Freight
Factoring Specialists, LLC, a middle market, full-service factoring company
serving the transportation industry. Mr. Newman received his B.A. in Sociology
from Queens College at the City University of New York in 1988. Mr. Newman has
been an active community volunteer and board member at multiple charitable
organizations and lives in Hollywood, Florida.
There are no arrangements or understandings between Mr. Newman and any other
person pursuant to which Mr. Newman was elected to serve as a director, nor are
there related party transactions requiring disclosure pursuant to Item 404(a) of
Regulation S-K under the Securities Exchange Act of 1934, as amended.
Item 3.02 Unregistered Sales of Equity Securities.
On August 23, 2022, the Company sold 17,000 shares of the Company's common stock
to Mr. Newman for a cash price of $4.50 per share, or a total of $76,500. The
shares were issued in reliance of the exemption from registration under Section
4(a)(2) of the Securities Act of 1933.
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