OptimumBank Holdings (NYSE American: OPHC) converts Series B preferred into 531,178 common shares

Rhea-AI Filing Summary

OptimumBank Holdings, Inc. entered into and completed an exchange agreement with shareholder Michael Blisko on January 27, 2026. Under this agreement, Mr. Blisko exchanged 65 shares of the company’s Series B Convertible Preferred Stock for 531,178 newly issued shares of common stock. The exchange was conducted as an unregistered transaction under the Securities Act of 1933, relying on an exemption including Section 3(a)(9). The company’s common stock trades on the NYSE American under the symbol OPHC.

Insights

Capital structure and banking analyst

OptimumBank converted preferred shares into new common stock held by a single investor.

OptimumBank Holdings, Inc. entered into and closed an exchange agreement with Michael Blisko on January 27, 2026. In this transaction, 65 shares of Series B Convertible Preferred Stock were exchanged for 531,178 newly issued common shares, altering the mix of preferred versus common equity.

The exchange was carried out as an unregistered transaction under the Securities Act of 1933, including reliance on Section 3(a)(9). This indicates the exchange occurred directly between the company and an existing security holder, with no public offering process described in the excerpt.

The issuance of 531,178 new common shares increases the common share count and consolidates Mr. Blisko’s position in common equity while reducing outstanding Series B preferred shares. Future company filings may provide additional context on how this affects earnings allocations between preferred and common holders.

false 0001288855 0001288855 2026-01-27 2026-01-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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) January 27, 2026

OPTIMUMBANK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Florida		001-42447		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		NYSE American

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 1.01 Entry into a Material Definitive Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

On January 27, 2026, OptimumBank Holdings, Inc. (the “Company”) and Michael Blisko entered into, and consummated the transaction contemplated by, an Exchange Agreement. Pursuant to such agreement, Mr. Blisko exchanged 65 shares of Company Series B Convertible Preferred Stock for 531,178 newly issued shares of Company common stock. Such exchange was effected pursuant to an exemption from registration under the Securities Act of 1933, as amended, including but not limited to Section 3(a)(9) thereof.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Name		Filed Herewith
1.1		Exchange Agreement dated January 27, 2026		*
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:	January 29, 2026
By:	/s/ Moishe Gubin
	Moishe Gubin
	Chairman of the Board of Directors

FAQ

What agreement did OptimumBank Holdings (OPHC) enter on January 27, 2026?

OptimumBank Holdings entered into an Exchange Agreement with shareholder Michael Blisko on January 27, 2026. Under this agreement, he swapped Series B Convertible Preferred Stock for newly issued common shares, changing his holdings from preferred equity into common equity in the company.

How many OptimumBank (OPHC) common shares were issued in the January 2026 exchange?

The company issued 531,178 newly created common shares to Michael Blisko. These shares were provided in exchange for 65 shares of Series B Convertible Preferred Stock, increasing the common share base while reducing the amount of Series B preferred stock outstanding for OptimumBank Holdings.

What securities did Michael Blisko exchange in the OptimumBank (OPHC) transaction?

Michael Blisko exchanged 65 shares of OptimumBank’s Series B Convertible Preferred Stock. In return, he received 531,178 newly issued common shares, moving his investment from preferred securities to common stock and modifying his claim and rights within the company’s capital structure.

Was the OptimumBank (OPHC) January 2026 share exchange registered with the SEC?

The transaction was completed as an unregistered exchange under the Securities Act of 1933. OptimumBank relied on an exemption from registration, including Section 3(a)(9), which permits exchanges with existing security holders without conducting a registered public offering.

Does the OptimumBank (OPHC) exchange affect its preferred stock?

Yes. The exchange reduced outstanding Series B Convertible Preferred Stock by 65 shares while adding 531,178 common shares. This shifts part of the company’s capital structure away from preferred equity toward common equity, with implications for future earnings allocation and voting power.

On which exchange does OptimumBank Holdings (OPHC) trade its common stock?

OptimumBank Holdings’ common stock is listed on the NYSE American under the symbol OPHC. The exchange agreement disclosed in January 2026 involved newly issued shares of this listed common stock, delivered to an existing investor in place of preferred shares.