CENTRAL FEDERAL CORPORATION (NASDAQ:CFBK) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 26, 2020, Central Federal Corporation (the “Company”) filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Designations (the “Certificate of Amendment”) of the non-voting convertible perpetual preferred stock, series C, par value $0.01 per share, of the Company (the “Series C Preferred Stock”) to increase the authorized number of Series C Preferred Stock from 12,337 shares to 12,607 shares. A copy of the Certificate of Amendment is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
The Certificate of Designations of the Series C Preferred Stock was filed by the Company with the Delaware Secretary of State on October 29, 2019 in connection with the Company’s private placement of 849,615 shares of the Company’s Common Stock and 12,337 shares of Series C Preferred Stock to a Securities Purchase Agreement dated October 25, 2019, among the Company, Castle Creek Capital Partners VII, L.P. (“Castle Creek”) and certain other accredited investors party thereto. The increase in the authorized number of shares of Series C Preferred Stock to the Certificate of Amendment was authorized and approved by the Company’s Board of Directors to provide for an exchange of 27,000 of the shares of Common Stock purchased by Castle Creek in the Private Placement for 270 shares of Series C Preferred Stock (at the Series C Preferred Stock’s current conversion ratio of 100 shares of Common Stock for each share of Series C Preferred Stock) to accommodate and facilitate the Company’s stock repurchase program previously announced on March 13, 2020.
Item 9.01. Financial Statements and Exhibits
CENTRAL FEDERAL CORP Exhibit
EX-3.1 2 cfbk-20200330xex3_1.htm EX-3.1 Exhibit 31 Certificate of Amendment Series C Pref Stoc Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF SERIES C CONVERTIBLE PERPETUAL PREFERRED STOCK OF central federal corporation Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware The undersigned,…
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About CENTRAL FEDERAL CORPORATION (NASDAQ:CFBK)
Central Federal Corporation is a holding company of CFBank. CFBank is a savings institution. The Company attracts retail and business deposits from the general public and use the deposits, together with borrowings and other funds, primarily to originate commercial and commercial real estate loans, single-family and multi-family residential mortgage loans and home equity lines of credit. The Company’s customers are small businesses, small business owners and consumers. The loan portfolio consists primarily of commercial, commercial real estate and multi-family mortgage loans, mortgage loans secured by single-family residences and consumer loans. Its primary sources of funds are retail and business deposit accounts and certificates of deposit, brokered certificates of deposit and, to a lesser extent, principal and interest payments on loans and securities, Federal Home Loan Bank (FHLB) advances, other borrowings and proceeds from the sale of loans.
