CENTRAL FEDERAL CORPORATION (NASDAQ:CFBK) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02. Unregistered Sales of Equity Securities.
On September 29, 2017, Central Federal Corporation (the “Company”) announced the exercise of the Company’s right to mandatorily convert all outstanding shares of its 6.25% Non-Cumulative Convertible Perpetual Preferred Stock, Series B (“Series B Preferred Stock”) into shares of common stock, $0.01 per share, of the Company (“Common Stock”).The effective date of the conversion will be October 6, 2017 (the “Conversion Date”).A copy of the Company’s press release announcing the conversion is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
On the Conversion Date, holders of Series B Preferred Stock will be entitled to receive approximately 14.2857 shares of Common Stock for each share of Series B Preferred Stock (calculated based on the liquidation preference of $25.00 per share of Series B Preferred Stock divided by the conversion price of $1.75 per share of Common Stock).There are currently 480,000 shares of Series B Preferred Stock issued and outstanding.As a result, a total of approximately 6,857,143 shares of Common Stock will be issued upon conversion of the Series B Preferred Stock.No fractional shares of Common Stock will be issued upon conversion of the Series B Preferred Stock and, instead, cash will be paid in lieu of any fractional shares of Common Stock based on the closing price of the Common Stock on October 5, 2017.
The Company will pay its last dividend on the Series B Preferred Stock in the amount of $0.3906 per share of Series B Preferred Stock for the quarter ended September 30, 2017, which dividend is payable on October 15, 2017 to holders of record of shares of Series B Preferred Stock as of September 30, 2017.No dividend will be declared or paid on the Series B Preferred Stock for the interim period between October 1, 2017 and the Conversion Date.
From and after the Conversion Date, no shares of Series B Preferred Stock will be issued or outstanding and all rights of the holders of the Series B Preferred Stock will terminate, except for the right to receive the number of whole shares of Common Stock issuable upon conversion of the Series B Preferred Stock and cash in lieu of any fractional shares of Common Stock, as described above.The conversion of the Series B Preferred Stock, however, will have no effect on any of the Warrants that were issued in the Company’s 2014 private placement of Series B Preferred Stock and Warrants.Those Warrants will remain outstanding following the Conversion Date in accordance with their terms.
The shares of Common Stock being issued upon conversion of the Series B Preferred Stock are being issued in reliance upon the exemption from registration set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, for securities exchanged by the Company with its existing security holders where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
Item 9.01.Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits
CENTRAL FEDERAL CORP ExhibitEX-99.1 2 cfbk-20170929xex99_1.htm EX-99.1 Exhibit 991 Press Release Mandatory Conversion of Pref Stock Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE: September 29,…To view the full exhibit click here
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.
