UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM
10-K/A



ANNUAL
REPORT



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



For
the fiscal year ended December 31, 2015



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                    



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 1993. Yes ☐   No ☒



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 ☒



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 ☒   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 ☒    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 or a smaller
reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



|Large accelerated
    filer ☐                     | Accelerated filer ☐        
|------------------------------------------------- | ---------------------------
|                                                  |                            
|Non-accelerated filer ☐                           | Smaller reporting company ☒
|(Do not check if a smaller reporting
    company) |                            



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



The
aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (6,519,694 shares) on December
31, 2015, was approximately $6,454,497, computed by reference to the closing market price at $0.99 per share as of June 30, 2015.
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 15, 2016 was 962,886 shares.



DOCUMENTS
INCORPORATED BY REFERENCE



Portions
of the Proxy Statement for the Annual Meeting of Shareholders to be held on May 3, 2016, to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A within 120 days of the issuer’s fiscal year end are incorporated by reference into
Part III, Items 10 through 14, of this Annual Report on Form 10-K.




















EXPLANATORY NOTE



This Amendment No. 1 to the Annual
Report on Form 10-K for the fiscal year ended December 31, 2015 (the "2015 10-K") of OptimumBank Holdings,
Inc. is being filed for the sole purpose of correcting a clerical error in which an exhibit was  incorrectly
signed from the EDGAR filing of the 2015 10-K as originally filed on March 25, 2016.  This Amendment No. 1 contains
currently  signed Section 302 certification as Exhibit 31.1.



No attempt has been made in this
Amendment No. 1 to modify or update the disclosures presented in the 2015 10-K as previously filed. This Amendment No. 1 does
not reflect events occurring after the filing of the original 2015 10-K or modify or update those disclosures that may be
affected by subsequent events.  Accordingly, this Amendment No. 1 should be read in conjunction with the 2015 10-K and
the registrant’s other filings with the SEC.















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 Current Report on Form 10-K filed with the SEC on March 30, 2012)                                                                                           
|10.4  | Consent Order between OptimumBank, Federal Deposit Insurance Corporation and State of Florida Office of Financial Regulation dated April 16, 2010 (incorporated by reference from current report on Form 8-K filed with the SEC on April 26, 2010)
|10.5  | Amended Consent Order between OptimumBank, Federal Deposit Insurance Corporation and State of Florida Office of Financial Regulation dated February 28, 2014                                                                                      
|10.6  | 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)                        
|10.7  | 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)               
|10.8  | 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)                   
|10.9  | 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)                                                      
|10.10 | 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 and Principal Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act                                                                                                                  
|32.1  | Certification of Principal Executive and Principal Financial Officer under 18 U.S.C. Section 1350                                                                                                                                                 



64







EXHIBIT INDEX



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



SIGNATURES



In accordance with Section 13 or
15(d) of the Exchange Act, the Registrant has caused this 10-K 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 4th day of April, 2016.



| | OPTIMUMBANK HOLDINGS, INC. 
| | ---------------------------
| |                            
| | /s/ Joel Klein             
| | Joel Klein                 
| | Chairman of Audit Committee



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 4, 2016.



|Signature        |  | Title                                    
|---------------- |  | -----------------------------------------
|                 |  |                                          
|/s/ Moishe Gubin |  | Director and Acting Chairman of the Board
|Moishe Gubin     |  |                                          
|                 |  |                                          
|/s/ Joel Klein   |  | Director and Chairman of Audit Committee 
|Joel Klein       |  |                                          





65