OptimumBank Holdings, Inc. 8-K

What Happened

• OptimumBank Holdings, Inc. filed an 8-K (Jan 30, 2026) reporting that on January 27, 2026 the company and Michael Blisko executed and consummated an Exchange Agreement. Under the agreement, Mr. Blisko exchanged 65 shares of the Company’s Series B Convertible Preferred Stock for 531,178 newly issued shares of the Company’s common stock. The exchange was made using an exemption from registration under the Securities Act, including Section 3(a)(9).

Key Details

• Date of exchange: January 27, 2026; 8-K filed January 30, 2026.
• Exchanged securities: 65 shares of Series B Convertible Preferred Stock for 531,178 newly issued common shares.
• Party involved: Michael Blisko (holder who exchanged the preferred shares).
• Registration status: Exchange effected pursuant to an exemption from registration under the Securities Act (including Section 3(a)(9)); Exchange Agreement filed as Exhibit 1.1 to the 8-K.

Why It Matters

• The company issued 531,178 new common shares, which increases the number of common shares outstanding and can affect existing shareholders’ percentage ownership and voting power.
• The transaction converted preferred stock holdings into common stock, eliminating those Series B preferred interests held by Mr. Blisko and changing the company’s capital structure.
• Investors should note the corporate action and may want to check outstanding share counts in subsequent filings to assess any dilution impact.