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Published on 8/24/2015 in the Prospect News PIPE Daily.

Cincinnati Bancorp offers $6.73 million of stock on best-efforts basis

Shares offered first to depositors and borrowers and then to public

By Angela McDaniels

Tacoma, Wash., Aug. 24 – Cincinnati Bancorp is offering up to 672,750 shares of common stock on a best-efforts basis. The shares will be sold for $10 each, or up to $6.73 million in total.

The offering is being made in connection with the reorganization of Cincinnati Federal Savings and Loan Association into the mutual holding company form of ownership. Cincinnati Bancorp will be the holding company for Cincinnati Federal, according to a 424B3 filing with the Securities and Exchange Commission.

There is no established market for Cincinnati Bancorp’s common stock. The company expects its stock to be quoted on the OTC Pink Marketplace.

The shares being offered represent 45% of the common stock of Cincinnati Bancorp that will be outstanding following the offering. After the offering, 55% of its outstanding common stock will be owned by CF Mutual Holding Co., its federally chartered mutual holding company.

Cincinnati Bancorp must sell a minimum of 497,250 shares in order to complete the offering, and it may sell up to 773,663 shares because of regulatory considerations or changes in market or economic conditions without resoliciting subscribers.

The Cincinnati-based company is offering the shares in a subscription offering to eligible depositors and borrowers of Cincinnati Federal Savings and Loan Association and to the company’s tax qualified employee benefit plans.

Shares not purchased in the subscription offering may be offered for sale to the general public in a community offering.

Any shares not purchased in the subscription or community offerings may be sold in a syndicated community offering to be managed by Keefe, Bruyette & Woods, Inc.

The offering is scheduled to expire at 2 p.m. ET on Sept. 15. The company may extend the expiration date until Oct. 30.

Cincinnati Bancorp will invest its proceeds in interest-earning deposits and in securities. In the future, it may use the proceeds to pay cash dividends or to repurchase common stock, to finance acquisitions, to expand through de novo branching and for other general corporate purposes.


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