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): ~~September~~November 412, 2019

FFBW, INC.

(Exact Name of Registrant as Specified in Charter)

Federal	001-38239	82-3027075
(State or Other Jurisdiction)	(Commission File No.)	(I.R.S. Employer
of Incorporation)		Identification No.)
1360 South Moorland Road, Brookfield, Wisconsin			53005
(Address of Principal Executive Offices)			(Zip Code)

1360 South Moorland Road, Brookfield, Wisconsin		53005
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (262) 542-4448

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):

x ¨ 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

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

FFBW

The NASDAQ Stock Market, LLC

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 1934 (§240.12b-2 of this chapter). Emerging growth company x

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.

On November 12, 2019, FFBW, Inc., a federal corporation, FFBW, Inc., a Maryland corporation (“New FFBW”), FFBW, MHC (the “MHC”), and First Federal Bank of Wisconsin (the “Bank”) entered into an Agency Agreement with Janney Montgomery Scott LLC (“Janney”). Janney will assist in the marketing of New FFBW’s common stock during New FFBW’s stock offering in connection with the MHC’s pending conversion from a mutual holding company to a stock holding company.

For its services in the subscription and community offering, Janney will receive a management fee of $25,000 and a success fee of $360,000 upon closing of the offering. The management fee will be credited against the success fee. In addition, Janney will receive a fee of $50,000 for conversion agent and data processing records management agent services, as well as a reimbursement for out-of-pocket expenses and legal expenses related to its marketing services and its conversion agent and data processing records management agent services. If New FFBW conducts a syndicated community offering, New FFBW will pay a transaction fee not to exceed 6.0% of the aggregate purchase price of all shares of common stock sold in the syndicated community offering.

The shares of common stock are being offered pursuant to a Registration Statement on Form S-1, as amended (Registration No. 333-233740), filed by New FFBW under the Securities Act of 1933, as amended, and a related prospectus dated November 12, 2019.

The foregoing description of the terms of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

Item 8.01.

Other Events.

On ~~September~~November 412, 2019, the ~~Boards~~MHC ofreceived ~~Directors~~all ofrequisite ~~FFBW,~~regulatory ~~MHC~~approvals ~~(the~~to ~~“Mutual~~proceed ~~Holding~~with ~~Company”), FFBW, Inc. (~~the ~~“Company”)~~MHC’s ~~and~~conversion ~~First~~from ~~Federal~~a ~~Bank~~mutual ofholding ~~Wisconsin (the~~company ~~“Bank”)~~to ~~each adopted~~ a ~~Plan~~stock ofholding ~~Conversion and Reorganization of the Mutual Holding Company (the “Plan”)~~company pursuant to ~~which~~ the ~~Mutual~~previously ~~Holding~~reported ~~Company~~Plan ~~will~~of ~~undertake~~Conversion aand ~~“second-step”~~Reorganization. ~~conversion~~In ~~and~~addition, ~~cease~~on toNovember ~~exist.~~12, ~~The~~2019, ~~Bank~~the Registration ~~will~~Statement ~~reorganize~~on ~~from~~Form ~~a two~~S-~~tier~~1, ~~mutual~~as ~~holding~~amended, ~~company~~filed ~~structure~~by toNew aFFBW, ~~fully~~the ~~public~~proposed stock holding company ~~structure.~~for ~~The~~the ~~Mutual Holding~~Bank, ~~Company~~was ~~currently~~declared ~~owns~~effective ~~approximately 54.1% of~~ by the ~~shares~~Securities ofand ~~common~~Exchange ~~stock of the Company~~Commission.

~~Pursuant~~Item to the Plan, (i) the Bank will become a wholly owned subsidiary of a Maryland stock corporation (the “New Holding Company”), (ii) the shares of common stock of the Company held by persons other than the Mutual Holding Company (whose shares will be canceled) will be converted into shares of common stock of the New Holding Company pursuant to an exchange ratio designed to preserve the percentage ownership interests of such persons (excluding shares purchased in the stock offering described below and cash received in lieu of fractional shares, and as adjusted to reflect certain assets held by the Mutual Holding Company), and (iii) the New Holding Company will offer and sell shares of common stock representing the ownership interest of the Mutual Holding Company in a subscription offering9. ~~The Plan~~01 isFinancial ~~subject~~Statements ~~to regulatory approval as well as the approval of the members of the Mutual Holding Company (depositors~~ and certain borrowers of the Bank) and the Company’s stockholders (including the approval of a majority of the Company’s outstanding shares of common stock held by persons other than the Mutual Holding Company)Exhibits.

~~Shares~~(d) not subscribed for in the subscription offering would be available for sale in a community offering and, if necessary, in a syndicated community offering. The number and price of shares to be sold in the offering and the exchange ratio for current stockholders of the Company will be based on an independent appraisal.Exhibits

~~The foregoing summary of the Plan is not complete and is qualified in its entirety by reference to the complete text of the Plan, which is filed as~~ Exhibit 2No.1 ~~to this Form 8-K and which is incorporated herein by reference.~~Description

~~The~~1.1 ~~Company~~Agency ~~announced~~Agreement ~~the adoption of the Plan in a press release~~ dated ~~September~~November 412, 2019~~. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.~~

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(d) Exhibits.

Exhibit No.		Description
2.1		Plan of Conversion and Reorganization of FFBW, MHC dated September 4, 2019
99.1		Press Release dated September 4, 2019

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.

	FFBW, INC.	~~FFBW, INC.~~
DATE: September 5, 2019	By:	/s/ Edward H. Schaefer
DATE: November 13, 2019	By: /s/ Edward H. Schaefer
	Edward H. Schaefer	~~Edward H. Schaefer~~
	President and Chief Executive Officer	~~President and Chief Executive Officer~~

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