0000943374-23-000086.txt : 20230206 0000943374-23-000086.hdr.sgml : 20230206 20230206105719 ACCESSION NUMBER: 0000943374-23-000086 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230206 DATE AS OF CHANGE: 20230206 EFFECTIVENESS DATE: 20230206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cincinnati Bancorp, Inc. CENTRAL INDEX KEY: 0001787005 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 842848636 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-236318 FILM NUMBER: 23589125 BUSINESS ADDRESS: STREET 1: 6581 HARRISON AVENUE CITY: CINCINNATI STATE: OH ZIP: 45247 BUSINESS PHONE: 513-574-3025 MAIL ADDRESS: STREET 1: 6581 HARRISON AVENUE CITY: CINCINNATI STATE: OH ZIP: 45247 S-8 POS 1 s8-pos_2017eip.htm CINCINNATI BANCORP, INC. POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 FEBRUARY 6, 2023

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
____________________

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)

Maryland
  
84-2848636
(State or Other Jurisdiction of Incorporation or Organization)
  
(I.R.S. Employer Identification No.)

6581 Harrison Avenue
Cincinnati, Ohio 45247
(Address of Principal Executive Offices)

Cincinnati Bancorp 2017 Equity Incentive Plan
(Full Title of the Plan)

Robert A. Bedinghaus
  
Copies to:
Chairman and Chief Executive Officer
  
Thomas P. Hutton, Esq.
Cincinnati Bancorp, Inc.
  
Victor L. Cangelosi, Esq.
6581 Harrison Avenue
  
Luse Gorman, PC
Cincinnati, Ohio 45247
  
5335 Wisconsin Ave., N.W., Suite 780
(513) 574-3025
  
Washington, DC 20015-2035
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
  
(202) 274-2000

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:

Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ⌧
Smaller reporting company ⌧
 
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 7(a)(2)(B) of the Securities Act. ☐

_____________________

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.
   
CINCINNATI BANCORP, INC.
 
 
 
By:
   /s/ Robert A. Bedinghaus
   
Robert A. Bedinghaus
   
Chairman and Chief Executive Officer
   
(Duly Authorized Representative)

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.
Signature
  
Title(s)
  
Date
         
/s/ Robert A. Bedinghaus
 
Chief Executive Officer and Chairman of the Board
  
February 6, 2023
Robert A. Bedinghaus
  
(Principal Executive Officer)
    
         
         
 
/s/ Herbert C. Brinkman*
  
Chief Financial Officer and Treasurer
  
February 6, 2023
Herbert C. Brinkman
  
(Principal Financial and Accounting Officer)
    
         
/s/ Harold L. Anness*
  
Director
  
February 6, 2023
Harold L. Anness
        
         
/s/ Stuart H. Anness, M.D.*
  
Director
  
February 6, 2023
Stuart H. Anness, M.D.
        
         
/s/ Andrew J. Nurre*
  
Director
  
February 6, 2023
Andrew J. Nurre
        
         
/s/ Charles G. Skidmore*
  
Director
  
February 6, 2023
Charles G. Skidmore
        
         
/s/ Philip E. Wehrman*
  
Director
  
February 6, 2023
Philip E. Wehrman
        


*  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.