UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2018



Commission
File Number: 000-50755



OPTIMUMBANK
HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)



|Florida                                                                                                                 |  | 55-0865043                                                                                   
|----------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------
|(State
                                         or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
                                         Employer
        Identification
        No.)



2477
East Commercial Blvd., Fort Lauderdale, FL 33308

(Address
of principal executive offices)



Registrant’s
telephone number, including area code: (954) 900-2800



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



|Title
    of each class                     |  | Name
    of each exchange on which registered
|------------------------------------------- |  | ---------------------------------------------
|Common
    Stock, par value $0.01 per share |  | NASDAQ
    Capital Market                    
|Preferred
    Stock, no par value           |  | None                                         



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

None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934. Yes [  ] No [X]



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 [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer [  ] | Accelerated
    filer [  ]       
|-------------------------------- | ---------------------------------
|                                 |                                  
|Non-accelerated
    filer [X]    | Smaller
    reporting company [X]
|                                 |                                  
|                                 | 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. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes [  ] No [X]



The
aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (1,254,287 shares) on June
30, 2018, was approximately $5,644,292, computed by reference to the closing market price at $4.50 per share as of June 30, 2018.
For purposes of this information, the outstanding shares of common stock owned by directors and executive officers of the registrant
were deemed to be shares of common stock held by affiliates.



The
number of shares of common stock, par value $0.01 per share, of the registrant outstanding as of March 25, 2019 was 1,858,020
shares.



DOCUMENTS
INCORPORATED BY REFERENCE



None.


















EXPLANATORY
NOTE



This
Annual Report on Form 10-K/A is being filed by OptimumBank Holdings, Inc. (the “Company”) to amend the Annual Report
on Form 10-K for the year ended December 31, 2018 filed by the Company with the Securities and Exchange Commission (the “SEC”)
on March 27, 2019 (the “Original Report”) to include the information required to be disclosed by Part III, Items 10
- 14 of Form 10-K. Except for Items 10 - 14 of Part Ill and Item 15 of Part IV, no other information included in the Original
Report is changed by this amendment.



As
required pursuant to the Securities Exchange Act of 1934, as amended, this Amendment also includes updated certifications from
the Company’s Principal Executive Officer and Principal Financial Officer as Exhibits 31.1, 31.2, 32.1 and 32.2.











Table
of Contents



|PART III                                                                                                | 1
|------------------------------------------------------------------------------------------------------- | -
|Item 10. Directors, Executive Officers, and Corporate Governance                                        | 1
|Item 11. Executive Compensation                                                                         | 4
|Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 6
|Item 13. Certain Relationships and Related Transactions, and Director Independence                      | 8
|Item 14. Principal Accounting Fees and Services                                                         | 8
|                                                                                                        |  
|PART IV                                                                                                 | 9
|Item 15. Exhibits and Financial Statement Schedules                                                     | 9



i







PART
III



Item
10.Directors, Executive Officers, and Corporate Governance



Our
Board of Directors currently consists of seven members. Directors hold office until the next annual meeting of shareholders and
until their successors are elected and qualified. The Board of Directors has nominated each of the current Directors for election
at the 2019 annual meeting.



The
Company is currently seeking additional candidates to serve as Directors.



The
persons currently serving as Diractors of the Company are:



Moishe
Gubin, age 42, has served as a Director of the Company and OptimumBank since March 2010. Mr. Gubin is Chief Executive Officer
of Strawberry Fields REIT, a real estate holding company, which owns properties in multiple states, and owns many other businesses.
Mr. Gubin graduated from Touro Liberal Arts and Science College, in New York, New York, with a BS in Accounting and Information
Systems and a Minor in Jewish Studies. Mr. Gubin is the founder of the Midwest Torah Center Inc., a non-profit spiritual outreach
center (www.midwesttorah.org). He also attended Yeshiva Bais Israel where he received a BA in Talmudic Literature. Mr.
Gubin has been a licensed Certified Public Accountant in the State of New York since 2010.



Joel
Klein, age 72, became a Director of the Company and OptimumBank in February 2012. Mr. Klein has been retired since 2011. From
2006 until 2010, he served as Chief Financial Officer for Chicago-based Taxi Affiliation Services, LLC, a company that provides
support services to transportation companies in five states and over twenty separate municipalities. Between 1994 and 2005, he
was a vice president at The Stamford Group, Inc., a Connecticut based provider of investment and merchant banking services. Prior
to his service with The Stamford Group, Mr. Klein served in various financial management capacities, including Chief Financial
Officer, Controller, and Senior Accountant with various firms, including Equilease Corporation, Choice Drug Systems, Inc., The
Leasing Equipment Group, Ltd., I.C. Herman & Co., Goldstein, Golub, Kessler & Co. CPA’s, and Brout, Isaacs &
Co. CPA’s. Mr. Klein received a Bachelor of Science degree in Accounting from Brooklyn College in 1969. He has been licensed
as a CPA in the State of New York since 1972.



Martin
Z. Schmidt, age 71, became a Director of the Company and OptimumBank in August 2015. Mr. Schmidt has been in the financial
and estate planning, securities and insurance industries since 1975. Since 2013, he has been an independent financial consultant
with National Holdings Corp/Gilman Ciocia. In 2007, he served in a marketing capacity and liaison to the national senior accounting
firms for Twenty-First Securities, Inc., introducing market based solutions for tax and corporate based problems within their
institutional client base. From 1993 to 2000, he served as a Vice President and Branch Manager for multiple branches of Advest,
Inc., a major regional securities and investment management firm. Mr. Schmidt served with the 423rd Military Police,
U.S. Army Reserve, for five years, completed 3 years of coursework towards an MBA in Management Science and Statistics at the
Lubin Graduate School of Business Administration in 1973, and graduated Brooklyn College with a B.A. in Economics in 1969.



Avi
M. Zwelling, age 46, became a Director of the Company and OptimumBank in December 2017. Mr. Zwelling is the managing partner
of Stern Zwelling, LLC, which is located in Boca Raton, Florida. The firm handles commercial litigation, banking, real estate,
and trusts and estates matters. Mr. Zwelling graduated from Columbia University in New York, New York, with a B.A. in Comparative
Religion, and earned a law degree from the Benjamin N. Cardozo School of Law, also in New York, New York. Mr. Zwelling has been
providing legal services to the Company since 2012.



Thomas
Procelli, age 64, has served as a Director of the Company since July 25, 2017 and OptimumBank since October 2012. Mr. Procelli
is Director of Operations for Better Living Solutions, a Tallahassee counseling and wellness outpatient center specializing in
eating disorder treatment and offers financial institution and business support services through his firm TAP Independent Consulting.
Mr. Procelli served as an Executive Vice President since the founding of OptimumBank in October 2000 through September 2015 in
the positions of Chief Technology Officer and Chief Operating Officer. Mr. Procelli has been in banking for over 40 years having
a diverse background in operations, information systems, compliance and audit. Outside of banking, he has worked in public accounting
at the firm of Coopers and Lybrand and mortgage origination software product development at Fiserv.He received
his MBA in Finance in 1979 and his BBA degree in Accounting in 1976 from Hofstra University located in Hempstead, New York.



1






Chan
Heng Fai Ambrose, age 74, has served as a Director since June 2018. Mr. Chan is an expert in banking and finance, with years
of experience in these industries. He has also restructured 35 companies in various industries and countries in the past 40 years.
Mr. Chan serves as the CEO of Singapore eDevelopment Limited (“Singapore eDevelopment”), a limited company listed
on the Catalist of the Singapore Exchange Securities Trading Limited. Singapore eDevelopment is a diversified holding company.
He was appointed as a director of Singapore eDevelopment in March 2014. He is also Non-Executive Director of ASX-listed bio-technology
company Holista Colltech Limited, a position he has held since July of 2013. From September of 1992 until July of 2015, Mr. Chan
also served as Managing Chairman of HKSE-listed Heng Fai Enterprises Limited, a holding company now known as ZH International
Holdings Limited. He also served as director of Global Medical REIT Inc. (NYSE: GMRE) from December of 2013 until July of 2015
and as director of American Housing REIT Inc. from October of 2013 to July of 2015.



Jeffry
Wagner, age 65, became a Director of the Company and OptimumBank in November 2018. Mr. Wagner retired in 2015 after serving
as Executive Vice President, CFO and Secretary of OptimumBank since 2013. Prior to his tenure at OptimumBank, Mr. Wagner was [Executive
Officer,] CFO/Treasurer at Florida Business Bank in Melbourne, Florida from 2007 until 2012 and SVP of Planning & Analysis
for Huntington Bancshares in Columbus, Ohio between 1993 and 2002. Mr. Wagner is also a Trustee for the Reeves Foundation, an
Ohio-based private foundation. He graduated from Bowling Green University in 1978 with a B.A. in Economics and International Business.



Officers
of the Company



The
Board of Directors is seeking to appoint Moishe Gubin as the Company’s Chief Executive Officer. Mr. Gubin has submitted
requests for the required regulatory approvals to serve as Chief Executive Officer of the Company. These requests are currently
pending.



From
October 2015 to June 2016, Joel Klein, a Director of the Company, acted as the Company’s principal executive officer and
principal financial officer on an interim basis. Since June 2016, Timothy Terry, President and Chief Executive Officer of the
Bank, has been acting as the Principal Executive Officer for the Company, and since October 16, 2017, David Edgar, Controller
of the Bank, has been acting as the Principal Financial Officer for the Company.



The
backgrounds of Mr. Terry and Mr. Edgar are set forth below.



Timothy
Terry, age 63, was appointed President and Chief Executive Officer of the Bank in February 2013 and was appointed Chief Operating
Officer of the Bank in 2018. Mr. Terry has been in banking for 35 years and most recently served as President/CEO of Putnam State
Bank in Palatka, Florida. Prior to joining OptimumBank, he served as President, CEO and Senior Loan Officer for Enterprise Bank
of Florida in North Palm Beach, Florida, and held senior lending, branch administration & sales management positions at Palm
Beach National Bank & Trust, Flagler National Bank of the Palm Beaches and Comerica Bank. Mr. Terry received his BBA degree
in finance from Western Michigan University located in Kalamazoo, Michigan. He is also a graduate of the American Bankers Association
Stonier Graduate School of Banking at the University of Delaware.



David
Edgar, age 56, was appointed Controller of the Bank in October 2017. Mr. Edgar has been in banking for 34 years and most recently
served as Senior Vice President and Chief Financial Officer of FirstCity Bank of Commerce in Palm Beach Gardens, Florida. Mr.
Edgar received his Bachelor of Accounting degree from the University of Alabama. He is also a graduate of the Graduate School
of Banking at Louisiana State University.



2






The
Board of Directors Meetings and Committees



The
Company’s Board of Directors met 12 times during 2018. The independent directors met once in executive session without management
during 2018. Each of the current members of the Board of Directors attended at least 75% of the meetings of the Board and committees
on which he served while he has been a Director. The Company’s Board of Directors has established several standing committees,
including the following:



Compensation
Committee



The
Compensation Committee currently consists of Moishe Gubin (Chairman), Joel Klein and Avi Zwelling. Mr. Gubin, Mr. Klein and Mr.
Zwelling are independent under the NASDAQ listing standards. The Compensation Committee reviews and recommends to the Board of
Directors the compensation arrangements for executive management and non-employee directors. The Compensation Committee met once
during 2018, and operates under a written charter. A copy of the current Compensation Committee Charter can be viewed on the Company’s
website at www.optimumbank.com/information-center/corporate-governance.



In
2018, no executive officer had a role in determining or recommending the amount or form of outside director compensation. The
Compensation Committee does not delegate its authority to any other persons. The Compensation Committee does not use consultants
to determine or recommend the amount or form of compensation arrangements.



Nominating
Committee



The
Nominating Committee currently consists of Mr. Gubin (Chairman), Mr. Klein, and Mr. Zwelling. The committee evaluates new candidates
and current directors, and recommends candidates to the Board to fill vacancies occurring between annual shareholder meetings.
A copy of the charter for the Nominating Committee can be viewed on the Company’s website at www.optimumbank.com/information-center/corporate-governance.



The
Nominating Committee will initially consider nominating the Company’s existing directors for re-election to the Board as
appropriate or other director nominees proposed, as appropriate, by the directors, and in doing so considers each director’s
independence, if required, share ownership, skills, performance and attendance at a minimum of 75% of the Board and respective
committee meetings. In evaluating any candidates for potential director nomination, the Nominating Committee will consider candidates
that are independent, if required, who possess personal and professional integrity, have good business judgment, relevant experience
and skills, including banking, financial, real estate and/or legal expertise, who would be effective as a director in conjunction
with the full Board, who would commit to attend Board and committee meetings, and whose interests are aligned with the long-term
interests of the Company’s shareholders.



The
Nominating Committee will consider director candidates recommended by shareholders, provided the recommendation is in writing
and delivered to the Corporate Secretary of the Company at the principal executive offices of the Company not later than the close
of business on the 120th day prior to the first anniversary of the date on which the Company first mailed its proxy materials
to shareholders for the preceding year’s annual meeting of shareholders. The nomination and notification must contain the
nominee’s name, address, principal occupation, total number of shares owned, consent to serve as a director, and all information
relating to the nominee and the nominating shareholder as would be required to be disclosed in solicitation of proxies for the
election of such nominee as a director pursuant to the SEC’s proxy rules.



Audit
Committee



The
Audit Committee of the Board of Directors is responsible for the oversight of the Company’s financial and accounting reporting
processes and the audits of the Company’s financial statements. The Audit Committee is currently composed of three non-employee
directors consisting of Jeffry Wagner (Chairman), Thomas Procelli and Martin Schmidt. The Audit Committee operates under a written
charter adopted and approved by the Board of Directors. A copy of the current Audit Committee Charter can be viewed on the Company’s
website at www.optimumbank.com/information-center/corporate-governance.



3






The
Board determined that all of the members of the Audit Committee were financially literate and independent in accordance with the
NASDAQ listing standards applicable to audit committee members. The Board has determined that Jeffry Wagner is an “audit
committee financial expert” as defined by SEC rules. The Audit Committee met four times during 2018.



Shareholder
Communications with the Board of Directors



The
Board of Directors has adopted a formal process by which shareholders may communicate with the Board. Shareholders who wish to
communicate with the Board may do so by sending written communications addressed to: Board of Directors, OptimumBank Holdings,
Inc. at 2477 East Commercial Boulevard, Fort Lauderdale, Florida 33308, Attention: Mary Franco. All communications will be compiled
by the Corporate Secretary and submitted to the members of the Board. Concerns about accounting or auditing matters or possible
violations of the Company’s Code of Ethics should be reported under the procedures outlined in the Company’s Whistleblower
Policy. Our Whistleblower Policy is available on the Company’s website at www.optimumbank.com/information-center/corporate-governance.



Board
Leadership Structure and Role in Risk Oversight



The
Company’s policy is to separate the roles of chairman and chief executive officer of the Company. At the present time, the
Company does not have any person serving as the Chairman of the Board.



The
Board believes that risk management is an important component of the Company’s corporate strategy. While we assess specific
risks at the Company’s committee levels, the Board, as a whole, oversees the Company’s risk management process, and
discusses and reviews with management major policies with respect to risk assessment and risk management. The Board is regularly
informed through committee reports about the Company’s risks. The Audit Committee reviews and assesses the Company’s
processes to manage financial reporting risk. It also reviews the Company’s policies for risk assessment and assesses steps
management has taken to control significant risks. The Compensation Committee oversees risks relating to compensation practices
and policies.



Section
16 Beneficial Ownership Reporting Compliance



Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, as well as persons
who own 10% or more of a class of the Company’s equity securities, to file reports of their ownership of the Company’s
securities, as well as statements of changes in such ownership, with the SEC. The Company believes that all such filings required
during 2018 were made on a timely basis, except for a Form 3 on behalf of Mr. Wagner and a Form 5 on behalf of Messrs. Gubin,
Klein, Procelli, Schmidt and Zwelling with respect to their director compensation.



Code
of Ethics



The
Company has a Code of Ethics that applies to its chief executive officer, chier operating officer, chief financial officer (who
is also its chief accounting officer) and controller. This Code of Ethics is also posted on its website at www.optimumbank.com/corpgovernance.html.



4








Item 11.Executive
Compensation



The following
table shows the compensation paid by the Company and the Bank for 2018 and 2017 to the persons acting as principal executive officer
and principal financial officer. The Company did not have any persons serving as executive officers.



Summary
Compensation Table





|Name
    and Principal Position                |  | Year |  | Salary
    ($) |         |  | Bonus
    ($) |  |   | All
    Other Compensation($) |  |   | Total
    Compensation($) | 
|---------------------------------------------- |  | ---- |  | -------------- | ------- |  | ------------- |  | - | ----------------------------- |  | - | ------------------------- | 
|Timothy Terry (1)                              |  | 2018 |  | $              | 225,000 |  |               |  | - |                               |  | $ | 8,400                     | 
|President, Chief Executive Officer             |  | 2017 |  | $              | 225,000 |  |               |  | - |                               |  | $ | 8,400                     | 
|and
    Chief Operating Officer of the Bank    |  |      |  |                |         |  |               |  |   |                               |  |   |                           | 
|David Edgar (2)                                |  | 2018 |  | $              | 165,000 |  |               |  | - |                               |  |   | -                         | 
|Controller of the Bank                         |  | 2017 |  | $              | 31,855  |  |               |  | - |                               |  |   | -                         | 
|James Odza (3)                                 |  | 2017 |  | $              | 90,440  |  |               |  | - |                               |  |   | -                         | 
|Former Chief Financial
    Officer of the Bank |  |      |  |                |         |  |               |  |   |                               |  |   |                           | 





(1)
All other compensation for Mr. Terry in each year represents an auto allowance.



(2)
Mr. Edgar’s employment commenced in October 2017.



(3)
Mr. Odza’s employment was terminated in August 2017.



5






Stock
Options



No
stock options were granted to any of the executive officers in 2018. None of the Company’s executive officers holds any
stock options.



Director
Compensation



Each
Director receives compensation for serving on the Board of Directors and committees of the Board. Mr. Gubin receives $1,650 for
each Board meeting attended, and all other directors receive $1,100 for each Board meeting attended. For Audit Committee meetings,
the Chairman receives compensation of $400 for each meeting attended, and the members receive $300. For Compensation Committee
meetings, Mr. Gubin receives compensation of $125 for each meeting attended and the other members receive $100. Mr. Gubin also
receives $200,000 per year for additional services as a director, payable in shares of the Company’s common stock (based
on the fair market value on the date of issuance).



Director
Compensation Table For 2018



|Name                  |  | Cash
Compensation($) |        |  | Stock
Awards($) |   |         | All
    Other
Compensation ($) |  |   | Total($) | 
|--------------------- |  | -------------------- | ------ |  | --------------- | - | ------- | ------------------------------ |  | - | -------- | 
|Moishe Gubin          |  | $                    | 21,750 |  |                 | $ | 200,000 | (1)                            |  | $ | 0        | 
|Joel Klein            |  |                      | 15,000 |  |                 |   | 0       |                                |  |   | 0        | 
|Martin Schmidt        |  |                      | 15,400 |  |                 |   | 0       |                                |  |   | 0        | 
|Thomas Procelli       |  |                      | 13,600 |  |                 |   | 0       |                                |  |   | 0        | 
|Avi M. Zwelling       |  |                      | 10,800 |  |                 |   | 0       |                                |  |   | 0        | 
|Chan Heng Fai Ambrose |  |                      | 3,300  |  |                 |   | 0       |                                |  |   | 0        | 
|Jeffry Wagner         |  |                      | 0      |  |                 |   | 0       |                                |  |   | 0        | 
|Total                 |  | $                    | 79,850 |  |                 | $ | 200,000 |                                |  | $ | 0        | 



|(1) | This
    amount represents the fair value of the stock grant made to Mr. Gubin in payment of a portion of his director’s fees
    in 2018.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------



Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



This
following table sets forth information regarding the beneficial ownership of the common stock as of December 31, 2018 for:



| | ● | each
    of the directors and executive officers of the Company and the Bank;                           
| | - | --------------------------------------------------------------------------------------------------------
| |   |                                                                                                         
| | ● | all
    of the directors and executive officers of the Company and the Bank as a group; and             
| |   |                                                                                                         
| | ● | each
    other person known by the Company to own beneficially more than 5% of the Company common stock.



Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment
power with respect to the securities. The persons named in the table have sole voting and investment power or have shared voting
and investment power with a spouse with respect to all shares of common stock shown as beneficially owned by them, unless otherwise
indicated in these footnotes.



6






|Name
    of Beneficial Owners                                                                                                                                                                                       |  | Number
    of Shares Beneficially Owned |         |  | Percent
    of Class1 | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- | ------- |  | --------------------- | 
|Directors and Executive
    Officers                                                                                                                                                                                |  |                                         |         |  |                       | 
|Moishe Gubin, Director                                                                                                                                                                                              |  |                                         | 76,327  |  |                       | 
|Joel Klein, Director                                                                                                                                                                                                |  |                                         | 31,404  |  |                       | 
|Thomas Procelli, Director                                                                                                                                                                                           |  |                                         | 3,623   |  |                       | 
|Martin Schmidt, Director                                                                                                                                                                                            |  |                                         | 7,653   |  |                       | 
|Avi Zwelling, Director                                                                                                                                                                                              |  |                                         | 31,118  |  |                       | 
|Chan Heng Fai Ambrose, Director                                                                                                                                                                                     |  |                                         | 104,480 |  |                       | 
|Jeffry Wagner, Director                                                                                                                                                                                             |  |                                         | 0       |  |                       | 
|Timothy Terry, President, Chief Executive
    Officer and Chief Operating Officer of the Bank                                                                                                                       |  |                                         | 0       |  |                       | 
|David Edgar, Controller of the Bank                                                                                                                                                                                 |  |                                         | 0       |  |                       | 
|All directors and executive officers
    as a group                                                                                                                                                                 |  |                                         | 254,605 |  |                       | 
|                                                                                                                                                                                                                    |  |                                         |         |  |                       | 
|Principal Shareholders                                                                                                                                                                                              |  |                                         |         |  |                       | 
|Midwest Torah Center 2516 S. Twyckenham
    Dr. South Bend, Indiana 46614                                                                                                                                           |  |                                         | 94,425  |  |                       | 
|Wrights Mill Holdings LLC 16 Wrights
    Mill Road Armonk, New York 10540-1130                                                                                                                                      |  |                                         | 100,000 |  |                       | 
|Barry
                                 Webster 1840
                                         58th Street Brooklyn,
                                         New York 11204-2027                                     |  |                                         | 134,111 |  |                       | 
|The
                                 Elisha Rothman Irrevocable Trust 3570
                                         N.E. 190th Street, Apt. 3900 Miami,
                                         Florida 33180-2466 |  |                                         | 179,553 |  |                       | 










1Based on 1,858,020 shares of common stock outstanding on December 31, 2018



The
Company had two compensation plans under which shares of its common stock were issuable at December 31, 2018. The plans are the
2011 Equity Compensation Plan, as amended, and the 2018 Equity Compensation Plan, previously approved by its stockholders. The
following table sets forth information as of December 31, 2018 with respect to the number of shares of the Company’s common
stock issuable pursuant to these plans.



Equity
Compensation Plan Information



The
following table provides information generally as of December 31, 2018, regarding securities to be issued on exercise of stock
options, and securities remaining available for issuance under the Company’s equity compensation plans that were in effect
during fiscal year 2018.



|Plan
    Category                                          |  | Number
    of securities to be issued upon exercise of outstanding options |   |  | Weighted
    average exercise price of outstanding options |   |   | Number
    of securities remaining available for future issuance under the equity compensation plan | 
|---------------------------------------------------------- |  | -------------------------------------------------------------------------- | - |  | ---------------------------------------------------------- | - | - | --------------------------------------------------------------------------------------------------- | 
|Equity compensation plans
    approved by stockholders     |  |                                                                            | — |  |                                                            | $ | — |                                                                                                     | 
|Equity compensation
    plans not approved by stockholders |  |                                                                            | — |  |                                                            |   | — |                                                                                                     | 
|Total                                                      |  |                                                                            | — |  |                                                            | $ | — |                                                                                                     | 



7






Item
13.Certain Relationships and Related Transactions, and Director Independence



Since
January 1, 2018, there have been no transactions or any proposed transactions in which the Company was or is a party, in which
the amount involved exceeded $120,000, and in which a director, director nominee, executive officer, holder of more than 5% of
the Company’s common stock or any member of the immediate family of any of the foregoing persons had or will have a direct
or indirect material interest.



Loans
to Officers, Directors and Affiliates



The
Bank offers loans in the ordinary course of business to its directors and employees, including executive officers, their related
interests and immediate family members. Applicable law and Bank policy require that these loans be on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties, and
must not involve more than the normal risk of repayment or present other unfavorable features. Loans to individual employees,
directors and executive officers must also comply with the Bank’s lending policies and statutory lending limits, and directors
with a personal interest in any loan application are excluded from the consideration of such loan application.



Director
Independence



The
Board of Directors analyzed the independence of each director and determined that Chan Heng Fai Ambrose, Moishe Gubin, Joel Klein,
Thomas Procelli, Martin Schmidt, Avi Zwelling and Jeffry Wagner, each meet the standards of independence under the listing standards
of the NASDAQ Stock Market (“NASDAQ”).



Item
14.Principal Accounting Fees and Services



Hacker
Johnson & Smith, P.A., the Company’s independent registered public accounting firm, audited the Company’s consolidated
financial statements for the fiscal year ended December 31, 2018.



Audit
Fees



The
following table is a summary of the fees billed to the Company by Hacker, Johnson & Smith, P.A. for professional services
rendered for the years ended December 31, 2018 and 2017:



|Fee
    Category |  | 2017
    Fees |        |  | 2018
    Fees |  
|---------------- |  | ------------- | ------ |  | ------------- | -
|Audit Fees       |  | $             | 60,000 |  |               | $



Audit
Fees.Consists of fees billed for professional services rendered for the audit of the Company’s financial statements
and review of the interim financial statements included in quarterly reports and services that are normally provided by Hacker,
Johnson & Smith, P.A. in connection with statutory and regulatory filings or engagements.



Pre-approved
Services.Consistent with SEC rules regarding auditor independence, the Company’s Audit Committee Charter requires the
Audit Committee to pre-approve all audit services and non-audit services permitted by law and Audit Committee policy (including
the fees and terms of such services) to be performed for the Company by the independent auditors, subject to the “de minimis”
exceptions for non-audit services described in SEC rules that are approved by the Audit Committee prior to the completion of the
audit. The Audit Committee may delegate pre-approval authority to a member of the committee. The decisions of any committee member
to whom pre-approval is delegated must be presented to the Audit Committee at its next scheduled meeting.



8






PART
IV



Item
15.Exhibits and Financial Statement Schedules



|3.1   | Articles of Incorporation (incorporated by reference from Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 11, 2004)                                                                            
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                            
|3.2   | Articles of Amendment to the Articles of Incorporation, effective as of January 7, 2009 (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 31, 2009)
|      |                                                                                                                                                                                                                                            
|3.3   | Articles of Amendment to the Articles of Incorporation, effective as of November 5, 2010 (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K, filed with the SEC on November 5, 2010)                              
|      |                                                                                                                                                                                                                                            
|3.4   | Articles of Amendment to the Articles of Incorporation, effective as of September 29, 2011 (incorporated by reference from Current Report on Form 8-K, filed with the SEC on October 4, 2011)                                              
|      |                                                                                                                                                                                                                                            
|4.3   | Bylaws (incorporated by reference from Current Report on Form 8-K filed with the SEC on May 11, 2004)                                                                                                                                      
|      |                                                                                                                                                                                                                                            
|4.1   | Form of stock certificate (incorporated by reference from Quarterly Report on Form 10-QSB filed with the SEC on August 12, 2004)                                                                                                           
|      |                                                                                                                                                                                                                                            
|10.1  | Amended and Restated Stock Option Plan (incorporated by reference from Annual Report on Form 10-KSB filed with the SEC on March 31, 2006)                                                                                                  
|      |                                                                                                                                                                                                                                            
|10.2  | OptimumBank Holdings, Inc. 2011 Equity Incentive Plan (incorporated by reference from Current Report on Form 8-K filed with the SEC on January 3, 2012)                                                                                    
|      |                                                                                                                                                                                                                                            
|10.3  | OptimumBank Holdings, Inc. Director Compensation Plan (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 30, 2012)                                                                                     
|      |                                                                                                                                                                                                                                            
|10.4  | Written Agreement by and between OptimumBank Holdings, Inc. and Federal Reserve Bank of Atlanta dated June 22, 2010 (incorporated by reference from Quarterly Report on Form 10-Q filed with the SEC on November 15, 2010)                 
|      |                                                                                                                                                                                                                                            
|10.5  | Amended and Restated Stock Purchase Agreement, dated as of December 5, 2011, between OptimumBank Holdings, Inc. and Moishe Gubin (incorporated by reference from Current Report on Form 8-K filed with the SEC on December 9, 2011)        
|      |                                                                                                                                                                                                                                            
|10.6  | Amended and Restated Stock Purchase Agreement, dated as of March 22, 2013, between OptimumBank Holdings, Inc. and Moishe Gubin (incorporated by reference from Current Report on Form 8-K filed with the SEC on March 28, 2013)            
|      |                                                                                                                                                                                                                                            
|10.98 | Form of Registration Rights Agreement between OptimumBank Holdings, Inc. and Moishe Gubin (incorporated by reference from Current Report on Form 8-K filed with the SEC on October 31, 2011)                                               
|      |                                                                                                                                                                                                                                            
|10.9  | Form of Registration Rights Agreement between OptimumBank Holdings, Inc. and Investors (incorporated by reference from Current Report on Form 8-K filed with the SEC on October 31, 2011)                                                  
|      |                                                                                                                                                                                                                                            
|14.1  | Code of Ethics for Chief Executive Officer and Senior Financial Officers (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 31, 2010)                                                                  
|      |                                                                                                                                                                                                                                            
|31.1  | Certification of Principal Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act                                                                                                                                   
|      |                                                                                                                                                                                                                                            
|31.2  | Certification of Principal Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act                                                                                                                                   
|      |                                                                                                                                                                                                                                            
|32.1  | Certification of Principal Executive Officer under 18 U.S.C. Section 1350                                                                                                                                                                  
|      |                                                                                                                                                                                                                                            
|32.2  | Certification of Principal Financial Officer under 18 U.S.C. Section 1350                                                                                                                                                                  



9






EXHIBIT
INDEX



|101.INS | XBRL
    Instance Document(1)                                
|------- | -------------------------------------------------------------
|        |                                                              
|101.SCH | XBRL
    Taxonomy Extension Schema Document(1)               
|        |                                                              
|101.CAL | XBRL
    Taxonomy Extension Calculation Linkbase Document(1) 
|        |                                                              
|101.DEF | XBRL
    Taxonomy Extension Definition Linkbase Document(1)  
|        |                                                              
|101.LAB | XBRL
    Taxonomy Extension Label Linkbase Document(1)       
|        |                                                              
|101.PRE | XBRL
    Taxonomy Extension Presentation Linkbase Document(1)



(1)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2019 and incorporated
herein by reference.



10






SIGNATURES



In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this 10-K/A report to be duly signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on the 30th day of April,
2019.



| | OPTIMUMBANK
    HOLDINGS, INC. 
| | -------------------------------
| |                                
| | /s/
    Timothy Terry          
| | Timothy
    Terry              
| | Principal
    Executive Officer



In
accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in
the capacities indicated on April 30, 2019.



|Signature               |  | Title                          
|----------------------- |  | -------------------------------
|                        |  |                                
|/s/
    Timothy Terry   |  | Principal
    Executive Officer
|Timothy
    Terry       |  |                                
|                        |  |                                
|/s/
    David L. Edgar  |  | Principal
    Financial Officer
|David
    L. Edgar      |  |                                
|                        |  |                                
|/s/
    H Fai Chan      |  | Director                       
|H
    Fai Chan          |  |                                
|                        |  |                                
|/s/
    Moishe Gubin    |  | Director                       
|Moishe
    Gubin        |  |                                
|                        |  |                                
|/s/
    Martin Schmidt  |  | Director                       
|Martin
    Schmidt      |  |                                
|                        |  |                                
|/s/
    Joel Klein      |  | Director                       
|Joel
    Klein          |  |                                
|                        |  |                                
|/s/
    Avi M. Zwelling |  | Director                       
|Avi
    M. Zwelling     |  |                                
|                        |  |                                
|/s/
    Thomas Procelli |  | Director                       
|Thomas
    Procelli     |  |                                
|                        |  |                                
|/s/
    Jeffry Wagner   |  | Director                       
|Jeffry
    Wagner       |  |                                



11