OptimumBank Holdings, Inc. - FORM 10-Q/A - November 21, 2012

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EX-10.4 - SECOND FIRST AMENDMENT - OptimumBank Holdings, Inc.ex10_4.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q/A
Amendment No. 1 
 
(Mark One)
 
x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2012
or
 
o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to _________
 
Commission File Number: 000-50755
 
OPTIMUMBANK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Florida
  
000-50755
(State or other jurisdiction of incorporation or organization)
  
(IRS Employer Identification No.)
 
2477 East Commercial Boulevard, Fort Lauderdale, FL 33308
(Address of principal executive offices)
 
954-776-2332
 
(Registrant’s telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
 
Large accelerated filer  o                                                                                                    Accelerated filer o
Non-accelerated filer    o          (Do not check if a smaller reporting company)          Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 30,900,833 shares of Common Stock, $.01 par value, issued and outstanding as of November 13, 2012
 
 

 

 

OPTIMUMBANK HOLDINGS, INC.

 
EXPLANATORY NOTE
 

 

OptimumBank Holdings, Inc., a Florida corporation (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to its Quarterly Report on Form 10-Q for the period ended September 30, 2012, as filed with the Securities and Exchange Commission (the “Commission”) on November 14, 2012 (the “Original Filing”).

 

The Amendment is being filed for the sole purpose of providing Exhibit 10.4 to the Original Filing.

 

No changes have been made to the Original Filing other than to add the information as described above. This Amendment should be read in conjunction with the Original Filing. This Amendment speaks as of the date of the Original Filing, does not reflect events that may have occurred after the date of the Original Filing and does not modify or update in any way the disclosures made in the Original Filing, except as required to reflect the revisions discussed above.

 

 
  10.4   Second First Amendment dated October 25, 2012 to Amended and Restated Stock Purchase Agreement between OptimumBank Holdings, Inc. and Moishe Gubin dated December 5, 2011

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OPTIMUMBANK HOLDINGS, INC.


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 thereunto duly authorized.
 
  OPTIMUMBANK HOLDINGS, INC.
      (Registrant)		  
       
Date: 
November  21 , 2012
 
By:
  /s/ Richard L. Browdy
  
   
  Richard L. Browdy
  
   
  President and Chief Financial Officer
  
   
  (Principal Executive Officer and Principal
  Financial Officer)
  
 
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