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): July 12, 2016

WCF Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Iowa	333-210056	81- 2510023
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
401 Fair Meadow Drive, Webster City, Iowa		50595
(Address of Principal Executive Offices)		(Zip Code)

(515) 832-3071

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

[  ]	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))

Item 8.01Other Events

On July 12, 2016, WCF Bancorp, Inc., an Iowa corporation (“WCF Bancorp”), announced that it expects to sell 2,139,231 shares of common stock at $8.00 per share, for gross offering proceeds of $17,113,847 in the offering. The subscription offering was oversubscribed by eligible account holders (those depositors having a qualifying deposit as of December 31, 2014) who had a first tier priority in the subscription offering. Valid stock orders from these eligible account holders will be filled in accordance with WCF Financial M.H.C.’s Plan of Conversion and Reorganization, as described in WCF Bancorp’s Prospectus.  No other priority groups will have their orders filled.

Additionally, WCF Bancorp announced that the transaction is expected to close on July 13, 2016.  The shares of common stock sold in the offering and issued in the exchange of Webster City Federal Bancorp are expected to begin being listed on the Nasdaq Capital Market on July 14, 2016. It is expected that WCF Bancorp’s trading symbol will continue to be “WCFB.”

A copy of the press release is included as exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
99.1	Press Release dated July 12, 2016

SIGNATURE

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.

		WCF BANCORP, INC.
DATE: July 12, 2016	By:	/s/ Stephen L. Mourlam
		Stephen L. Mourlam
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Stephen L. Mourlam

President and Chief Executive Officer

Webster City Federal Bancorp

WCF Bancorp, Inc.

Tel. (515) 832-3071

WCF BANCORP, INC. ANNOUNCES RESULTS OF STOCK OFFERING AND CLOSING OF CONVERSION OF WCF FINANCIAL, M.H.C.

Webster City, Iowa, July 12, 2016 — WCF Bancorp, Inc. (the “Company”), the proposed holding company for WCF Financial Bank (the “Bank”), announced that the closing of the Company’s stock offering and the mutual to stock conversion of WCF Financial, M.H.C. are expected to occur on July 13, 2016.  The Company’s stock is expected to begin trading on Nasdaq under the symbol “WCFB” on Thursday, July 14, 2016.

A total of 2,139,231 shares of common stock are expected to be sold in the subscription offering at a price of $8.00 per share.  As previously disclosed, the offering was oversubscribed by eligible account holders (those depositors having a qualifying deposit as of December 31, 2014) who had a first tier priority in the subscription offering.  Accordingly, shares will be allocated to those first tier subscribers in accordance with the Plan of Conversion and Reorganization, as described in the Prospectus.  Beginning July 13, 2016, eligible account holders wishing to confirm their allocations may do so by visiting https://allocations.kbw.com or by contacting the Stock Information Center at (877) 643-8217 which is open Monday through Friday, between 9:00 a.m. and 3:00 p.m., Central Time, except bank holidays.

As part of the conversion, each existing share of common stock of Webster City Federal Bancorp (OTC Pink: WCFB), the Bank’s current mid-tier stock holding company, held by current public shareholders will be converted into the right to receive 0.8115 shares of WCF Bancorp common stock.  The exchange ratio ensures that, after the conversion and offering, the current public shareholders of Webster City Federal Bancorp will maintain approximately the same ownership interest in WCF Bancorp as they owned in Webster City Federal Bancorp immediately prior to the closing of the conversion, as adjusted to reflect actual assets held by WCF Financial, M.H.C.  Cash will be issued in lieu of fractional shares based on the offering price of $8.00 per share.  2,563,224 shares of WCF Bancorp common stock will be outstanding after the completion of the offering and the exchange, before taking into account adjustments for fractional shares.

The common stock of Webster City Federal Bancorp is expected to cease trading at the close of business on July 13, 2016.  WCF Bancorp’s common stock is expected to be listed on the Nasdaq Capital Market under the trading symbol “WCFB” beginning on July 14, 2016.

Direct Registration System (“DRS”) statements for shares purchased in the subscription offering, interest checks and refund checks for any persons not receiving all shares ordered will be mailed to purchasers following the completion of the offering.  Shareholders of Webster City Federal Bancorp holding shares in street name or in book-entry form will receive shares of WCF Bancorp common stock within their accounts.  Shareholders holding shares in certificated form will be mailed a letter of transmittal containing instructions as to how to exchange their shares.  Shareholders will receive a DRS statement and cash in lieu of fractional shares after returning their Company stock certificates and a properly completed letter of transmittal to WCF Bancorp’s transfer agent.

About WCF Financial Bank and Webster City Federal Bancorp

 WCF Financial Bank began operations in 1934 and has operated in Webster City, Iowa continuously since this date. In January 2014, the Bank completed its acquisition of Independence Federal Bank for Savings. At March 31, 2016, Webster City Federal Bancorp had total assets of $113.7 million.

Forward-Looking Statements

Certain statements contained herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms.  Forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to: general economic trends, changes in interest rates, increased competition, changes in consumer demand for financial services, fiscal and monetary policies of the U.S. Government, and changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements.

Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  The factors listed above could affect WCF Bancorp’s financial performance and could cause WCF Bancorp’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.  WCF Bancorp does not undertake and specifically declines any obligation to publicly release the results of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required to be reported under the rules and regulations of the United States Securities and Exchange Commission.

A registration statement relating to WCF Bancorp’s common stock has been filed with the United States Securities and Exchange Commission.  This press release is neither an offer to sell nor a solicitation of an offer to buy WCF Bancorp common stock.  The offer is made only by means of the written prospectus forming part of the registration statement (and, in the case of the subscription and community offering, an accompanying stock order form).

The shares of common stock of WCF Bancorp are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.