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):  January 22, 2020

(Exact Name of Registrant as Specified in its Charter)

(Registrant’s telephone number, including area code)

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.  ◻

On January 22, 2020, Cincinnati Federal, the bank subsidiary of Cincinnati Bancorp, Inc., entered into change in control agreements with Robert A. Bedinghaus, Joseph V. Bunke and Herbert C. Brinkman.  The term of the agreement with Mr. Bedinghaus is three years and the term of the agreements with Messrs. Bunke and Brinkman is two years.  Each year, the board of directors of Cincinnati Federal may renew the agreements for an additional year, so that the terms again become either three or two years.  Under the agreements, if, during the term of the agreement, the executive’s employment is involuntarily terminated, other than for “cause” (as defined in the agreement), or if the executive voluntarily terminates employment for “good reason,” in either case following a change in control, Cincinnati Federal, or its successor, will pay the executive severance equal to a multiple of the average taxable income reported on the executive’s Form W-2 for the prior five year.  The multiple is three times, in the case of Mr. Bedinghaus, and two times, in the case of Messrs. Bunke and Brinkman.  In addition, Cincinnati Federal, or its successor, will pay the cost of the executive’s medical and dental coverage for 18 months.  For purposes of the agreements, the term “good reason” includes (i) the failure to re-elect or re-appoint the executive to the position(s) he held immediately before the change in control, (ii) a material change in the executive’s position(s) to be one of lesser responsibility, importance or scope, (iii) a liquidation or dissolution of Cincinnati Federal, (iv) a material reduction in the executive’s base salary or benefits or (v) a relocation of the executive’s principal place of employment by more than 25 miles.  The foregoing description is qualified in its entirety by reference to the change in control agreements, which are filed as exhibits hereto and incorporated herein by reference.

Item 9.01.           Financial Statements and Exhibits.

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.