Business Context and Reporting Period
Company: OptimumBank Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 27, 2026
Reporting Period: Specific event date of January 27, 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on a specific corporate transaction.
Material Changes
The filing reports the following material events:
- Item 1.01 (Entry into a Material Definitive Agreement): The Company entered into an Exchange Agreement with Michael Blisko.
- Item 3.02 (Unregistered Sales of Equity Securities): On January 27, 2026, Mr. Blisko exchanged 65 shares of Series B Convertible Preferred Stock for 531,178 newly issued shares of Company common stock.
- Regulatory Basis: The transaction was effected pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors related to future operations. It is a disclosure of a completed equity transaction.
Investor Verification Checklist
- Verify the impact of the issuance of 531,178 new common shares on total outstanding share count and potential dilution.
- Confirm the terms of the Series B Convertible Preferred Stock conversion ratio (65 preferred shares to 531,178 common shares).
- Review the attached Exchange Agreement (Exhibit 1.1) for any additional covenants or conditions.
- Check subsequent filings for updated capitalization tables reflecting this transaction.