Registration No. 333-236318
As filed with the Securities and Exchange Commission on February 6, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Cincinnati Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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84-2848636
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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6581 Harrison Avenue
Cincinnati, Ohio 45247
(Address of Principal Executive Offices)
Cincinnati Bancorp 2017 Equity Incentive Plan
(Full Title of the Plan)
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Robert A. Bedinghaus
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Copies to:
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Chairman and Chief Executive Officer
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Thomas P. Hutton, Esq.
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Cincinnati Bancorp, Inc.
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Victor L. Cangelosi, Esq.
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6581 Harrison Avenue
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Luse Gorman, PC
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Cincinnati, Ohio 45247
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5335 Wisconsin Ave., N.W., Suite 780
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(513) 574-3025
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Washington, DC 20015-2035
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(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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(202) 274-2000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ⌧
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Smaller reporting company ⌧
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ☐
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This Registration Statement shall become effective upon filing in accordance with Rule 464 promulgated under the Securities Act of 1933, as amended.
DEREGISTRATION OF SHARES
Cincinnati Bancorp, Inc. (the “Company”) is a savings and holding company, and the class of securities to which this Registration Statement on Form S-8 (File No. 333-236318) (the “Registration Statement”) relates is held
by fewer than 1,200 shareholders of record. The Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the shares of common stock, $0.01 par value, of the Company, and related stock options therefor,
registered under the Registration Statement that remain unissued under the Cincinnati Bancorp 2017 Equity Incentive Plan.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on February 6, 2023.
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CINCINNATI BANCORP, INC.
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By:
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/s/ Robert A. Bedinghaus | |
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Robert A. Bedinghaus
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Chairman and Chief Executive Officer
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(Duly Authorized Representative)
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date
indicated.
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Signature
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Title(s)
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Date
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| /s/ Robert A. Bedinghaus |
Chief Executive Officer and Chairman of the Board
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February 6, 2023
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Robert A. Bedinghaus
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(Principal Executive Officer)
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/s/ Herbert C. Brinkman*
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Chief Financial Officer and Treasurer
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February 6, 2023
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Herbert C. Brinkman
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(Principal Financial and Accounting Officer)
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/s/ Harold L. Anness*
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Director
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February 6, 2023
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Harold L. Anness
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/s/ Stuart H. Anness, M.D.*
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Director
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February 6, 2023
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Stuart H. Anness, M.D.
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/s/ Andrew J. Nurre*
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Director
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February 6, 2023
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Andrew J. Nurre
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/s/ Charles G. Skidmore*
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Director
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February 6, 2023
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Charles G. Skidmore
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/s/ Philip E. Wehrman*
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Director
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February 6, 2023
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Philip E. Wehrman
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* Pursuant to a Power of Attorney dated January 31, 2020, contained on the signature page to the Registration Statement on Form S-8 filed by Cincinnati Bancorp, Inc. on February 7, 2020.