OptimumBank Holdings, Inc. (NYSE American: OPHC) announced on November 5, 2026, that it has closed a private placement offering of 1,290,322 shares of its voting common stock to an institutional accredited investor.

The shares were sold at a price of $7.75 per share, resulting in gross proceeds of $9,999,995.50 for the Company. The transaction was conducted pursuant to a purchase agreement between the Company and the investor, with no underwriting discounts or commissions applied.

The offering was conducted in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as a private transaction not involving a public offering. The shares were sold only to accredited investors as defined in Rule 501(a) of Regulation D.

The filing also notes that, from October 30, 2026, through November 5, 2026, the Company issued a total of 1,985,483 shares of common stock at $7.75 per share in unregistered sales. As a result of these issuances, the aggregate number of shares issued in unregistered transactions since the prior report exceeded five percent of the total number of shares issued and outstanding as of October 30, 2026.

A copy of the Purchase Agreement has been filed as Exhibit 10.1 to this Current Report on Form 8-K.