8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2020

CENTRAL FEDERAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-25045	34-1877137
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification Number)
7000 N. High Street, Worthington, Ohio	43085	(614) 334-7979
(Address of principal executive offices)	(Zip Code)	(Registrant’s Telephone Number)

(former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	CFBK	The NASDAQ Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 8.01.  Other Events.

On May 15, 2020, Central Federal Corporation announced that its Annual Meeting of Stockholders, scheduled for Wednesday, May 27, 2020 at 10:00 a.m., EDT, will be held in a virtual meeting format only.  A copy of the press release announcing the meeting format change is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits
	99.1Press Release issued by Central Federal Corporation on May 15, 2020 announcing change to virtual meeting format for 2020 Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Central Federal Corporation
Date:  May 15, 2020	By:	/s/ John W. Helmsdoerfer
		John W. Helmsdoerfer, CPA
		Treasurer and Chief Financial Officer

EX-99.1

Exhibit 99.1

Parent of CFBank,  NA

PRESS RELEASE
FOR IMMEDIATE RELEASE:	May 15, 2020
For Further Information:	Timothy T. O'Dell, President & CEO
	Phone:  614.318.4660
	Email: timodell@cfbankmail.com

CENTRAL FEDERAL CORPORATION CHANGES 2020 ANNUAL MEETING OF STOCKHOLDERS TO VIRTUAL MEETING FORMAT

Columbus, Ohio – May 15, 2020 – Central Federal Corporation (NASDAQ: CFBK) (the “Company”), the parent of CFBank, today announced that its 2020 Annual Meeting of Stockholders, scheduled for Wednesday, May 27, 2020 at 10:00 a.m., EDT (the “Annual Meeting”), will be held in a virtual meeting format only instead of the previous announced in-person meeting.  The change was made to support the health and well-being of the Company’s stockholders, employees and their families in light of the public health impact of the coronavirus (COVID-19) pandemic.

Information About the Virtual Annual Meeting

The Annual Meeting will be conducted virtually via webcast. Stockholders will be able to attend and participate in the meeting online, vote their shares electronically and submit questions prior to and during the Annual Meeting by visiting, and following the instructions available on, the virtual meeting website at:

www.virtualshareholdermeeting.com/CFBK2020

As described in the proxy materials for the Annual Meeting, stockholders of the Company are entitled to participate in the Annual Meeting if they were stockholders of record as of the close of business on April 13, 2020, the record date for the Annual Meeting, or they hold a legal proxy from their bank or broker.  To participate in the Annual Meeting, stockholders will need the 16-digit control number included on their proxy cards. 

The Company’s Proxy Statement for the Annual Meeting, the form of proxy card and the Company’s 2019 Annual Report to Stockholders are available at http://CFBankonline.com.

Stockholders are urged to submit their proxies or votes in advance of the meeting using one of the available methods described in the proxy materials for the Annual Meeting.  Stockholders should review the proxy materials prior to voting.  Stockholders who have questions or require assistance in voting their shares should call the Company’s proxy solicitor, Laurel Hill Advisory Group, LLC, at 1-888-742-1305. 

About Central Federal Corporation and CFBank

Central Federal Corporation is a financial holding company that owns 100% of the stock of CFBank, National Association (CFBank), which was formed in Ohio in 1892 and converted from a federal savings association to a national bank on December 1, 2016. CFBank has a presence in four major metro Ohio markets – Columbus, Cleveland, Cincinnati and Akron- as well as its two branch locations in Columbiana County, Ohio.  Also, in March 2019, CFBank opened a branch location in Blue Ash, Ohio, which is its second location in the Cincinnati market.  CFBank provides personalized Business Banking products and services including commercial loans and leases, commercial and residential real estate loans and treasury management depository services.  As a full service commercial bank, our business, along with our products and services, is focused on serving the banking and financial needs of closely held businesses.  Our business model emphasizes personalized service, customer access to

decision makers, quick execution, and the convenience of online internet banking, mobile banking, remote deposit and corporate treasury management.  In addition, CFBank provides residential lending and full service retail banking services and products. 

Additional information about the Company and CFBank is available at www.CFBankOnline.com