OptimumBank closes $10M private stock placement

Q: How much did OPHC raise in its November 5, 2026 private placement?

OptimumBank Holdings received gross proceeds of $9,999,995.50 from its November 5, 2026 private placement of 1,290,322 voting common shares priced at $7.75 each, with no underwriting discounts or commissions.

Q: What exemption did OPHC cite for the private placement?

OPHC relied on Section 4(a)(2) of the Securities Act, for an issuer transaction not involving a public offering. The offering was limited to accredited investors as defined in Rule 501(a) of Regulation D.

Available on EDGAR 11/12/2026 - 05:20 PM EST Accepted by SEC EDGAR 11/12/2026 - 05:19 PM EST

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

OptimumBank Holdings, Inc. (OPHC) closed a private placement on November 5, 2026, issuing 1,290,322 shares of voting common stock at $7.75 per share for gross proceeds of $9,999,995.50. The company paid no underwriting discounts or commissions.

From October 30 through November 5, 2026, OPHC issued 1,985,483 shares in unregistered sales at $7.75 per share. The company stated that shares issued in unregistered transactions since its prior report exceeded 5% of common shares outstanding as of October 30, 2026. The shares were sold in private transactions under the Section 4(a)(2) exemption, only to accredited investors.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

How the balance works

Positive

None.

Negative

Moderate pointUnregistered issuance of 1,985,483 shares exceeded 5% of shares outstanding as of October 30, 2026.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares issued in November 5 private placement: 1,290,322 shares Offering price: $7.75 per share Gross proceeds: $9,999,995.50 +2 more

5 metrics

Shares issued in November 5 private placement 1,290,322 shares Voting common stock issued at $7.75 per share on November 5, 2026

Offering price $7.75 per share Price for shares in the private placement and unregistered sales from October 30 through November 5, 2026

Gross proceeds $9,999,995.50 Gross proceeds to the company from the November 5, 2026 private placement

Unregistered shares issued 1,985,483 shares Total shares issued from October 30 through November 5, 2026

Share issuance relative to outstanding shares More than 5% Shares issued in unregistered transactions since the prior report, relative to common shares outstanding as of October 30, 2026

Key Terms

gross proceeds, Section 4(a)(2), accredited investors, Regulation D

4 terms

gross proceeds financial

"resulting in gross proceeds of $9,999,995.50 to the Company"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

Section 4(a)(2) regulatory

"exemption from the registration requirements ... provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

accredited investors regulatory

"The Offering was made only to accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Regulation D regulatory

"Rule 501(a) of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did OPHC raise in its November 5, 2026 private placement?

OptimumBank Holdings received gross proceeds of $9,999,995.50 from its November 5, 2026 private placement of 1,290,322 voting common shares priced at $7.75 each, with no underwriting discounts or commissions.

What exemption did OPHC cite for the private placement?

OPHC relied on Section 4(a)(2) of the Securities Act, for an issuer transaction not involving a public offering. The offering was limited to accredited investors as defined in Rule 501(a) of Regulation D.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

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) November 5, 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
Ft. Lauderdale, Florida		33308
(Address of principal executive offices)		(Zip Code)

(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 3.02. Unregistered Sales of Equity Securities.

On November 5, 2026, OptimumBank Holding Company, Inc. (the “Company”), closed a private placement offering of 1,290,322 shares of its voting common stock, $0.01 par value per share (“Common Stock”), to an institutional accredited investor resulting in gross proceeds of $9,999,995.50 to the Company pursuant to and subject to the terms of a purchase agreement between the Company and the investor (the “Purchase Agreement”). There were no underwriting discounts or commissions. The offering price was $7.75 per share.

As a result of the issuance described above, the aggregate number of shares of Common Stock, issued to holders thereof in unregistered transactions since the prior report exceeded five percent (5%) of the total number of shares of Common Stock issued and outstanding as of October 30, 2026. From October 30, 2026 through November 5, 2026, the Company issued a total of 1,985,483 shares of Common Stock at a price per share of $7.75 in unregistered sales, triggering the disclosure requirements of Item 3.02 of Form 8-K.

The shares were issued in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving a public offering. The Offering was made only to accredited investors as that term is defined in Rule 501(a) of Regulation D under the Securities Act.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which has been filed as Exhibit10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Name	Filed Herewith

10.1	Form of Purchase Agreement	*

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	*

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:	November 12, 2026

By:	/s/ Moishe Gubin
	Moishe Gubin
	Chief Executive Officer and Chairman of the Board of Directors

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 72.6 KB