CF Bankshares Files 8-K on Equity Sales and Shareholder Votes

TL;DR

CF Bankshares filed an 8-K detailing equity sales and shareholder matters.

AI Summary

CF Bankshares Inc. filed an 8-K on May 29, 2024, reporting on unregistered sales of equity securities, submission of matters to a vote of security holders, and financial statements. The filing details the company's corporate structure and its principal executive offices located in Columbus, Ohio.

Why It Matters

This filing provides updates on the company's financial activities and governance, which are important for investors to understand the current status and potential future actions of CF Bankshares Inc.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and does not indicate any immediate financial distress or significant new risks.

Key Players & Entities

• CF BANKSHARES INC. (company) — Registrant
• 0001070680 (company) — Central Index Key
• 6021 (company) — Standard Industrial Classification (National Commercial Banks)
• 341877137 (company) — IRS Number
• DE (company) — State of Incorporation
• 1231 (company) — Fiscal Year End
• 000-25045 (company) — SEC File Number
• COLUMBUS, OH (company) — Principal Executive Offices Location
• 6143347979 (company) — Business Phone Number
• CENTRAL FEDERAL CORP (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — al preferred stock, series D, par value $0.01 per share (the "Series D Preferred Stoc

Filing Documents

• cfbk-20240529x8k.htm (8-K) — 136KB
• 0001070680-24-000019.txt ( ) — 256KB
• cfbk-20240529.xsd (EX-101.SCH) — 2KB
• cfbk-20240529_lab.xml (EX-101.LAB) — 15KB
• cfbk-20240529_pre.xml (EX-101.PRE) — 11KB
• cfbk-20240529x8k_htm.xml (XML) — 5KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On May 29, 2024, CF Bancshares Inc. (the "Company") issued an aggregate of 160 shares of its non-voting convertible perpetual preferred stock, series D, par value $0.01 per share (the "Series D Preferred Stock") to an existing stockholder of the Company in exchange for 16,000 shares of (Voting) Common Stock. The exchange ratio was calculated based on the current conversion ratio of 100 shares of (Voting) Common Stock for each share of Series D Preferred Stock (pursuant to the terms of the Series D Preferred Stock as set forth in the Certificate of Designations filed by the Company with the Delaware Secretary of State on February 5, 2024). The shares of Series D Preferred Stock exchanged for (Voting) Common Stock were issued without registration under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemptions provided under Sections 3(a)(9) and 4(a)(2) of the Act.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. (a) The Company held its Annual Meeting of Stockholders (the "Annual Meeting") on May 29, 2024. At the close of business on April 5, 2024 (the record date for the Annual Meeting), a total of 5,075,533 shares of Voting Common Stock of the Company were outstanding and entitled to vote. At the Annual Meeting, 4,020,528 of the outstanding shares of Voting Common Stock entitled to vote were represented in person or by proxy. (b) The purpose of the Annual Meeting was to consider and vote upon the individual matters as described below. As a result of the votes cast, each of Edward W. Cochran and Timothy T. O'Dell were elected as directors of the Company for three-year terms expiring in 2027 and each of Proposals 2, 3 and 4 were approved by the requisite votes of the stockholders of the Company. The results of the voting at the Annual Meeting were as follows: 1. Results of the voting on the election of directors of the Company were as follows: Nominee For Votes Withheld Broker Non-votes Edward W. Cochran 2,330,353 740,106 950,069 Timothy T. O'Dell 3,042,079 28,380 950,069 2. Results of the voting with respect to the approval of the non-binding advisory resolution on the compensation of the Company's named executive officers (Proposal 2) were as follows: For Against Abstain Broker Non-votes 2,727,193 284,154 59,112 950,069 3. Results of the voting with respect to the ratification of the appointment of FORVIS, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 3) were as follows: For Against Abstain Broker Non-votes 3,975,717 23,992 20,819 N/A 4. Results of the voting with respect to the approval of the First Amendment to the Company's 2019 Equity Incentive Plan to increase the number of shares of common stock reserved for awards thereunder from 300,000 to 500,000. For A

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (a) Not applicable (b) Not applicable (c) Not applicable (d) Exhibits 3.1 Certificate of Designations of Series D Convertible Perpetual Preferred Stock filed with the Delaware Secretary of State on February 5, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated February 5, 2024, filed with the Commission on February 6, 2024 (File No. 0-25045). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

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. CF Bankshares Inc. Date: May 31, 2024 By: /s/ Kevin J. Beerman Kevin J. Beerman Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR