CNNB Cincinnati Bancorp Inc (QX)

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The title of the class of equity securities as to which this Amended Schedule 13D (the “Amended Schedule”) relates is common stock, $0.01 par value per share (the “Common Stock”).

The name of the issuer is Cincinnati Bancorp (the “Issuer”). The address of the principal executive office of the Issuer is 6581 Harrison Avenue, Cincinnati, Ohio 45247.

This Amended Schedule is filed on behalf of CF Mutual Holding Company (the “Reporting Person”), the federally-chartered mutual holding company of the Issuer. The Reporting Person’s principal business is the ownership of a majority of the Issuer’s outstanding shares of Common Stock. The business address of the Reporting Person is 6581 Harrison Avenue, Cincinnati, Ohio 45247.

Pursuant to General Instruction C of Schedule 13D, the following information is provided for each executive officer and director of the Reporting Person (the “Insiders”):

On October 12, 2018, the Issuer issued 63,382 shares of Common Stock to the Reporting Person in consideration for the appraised value of Kentucky Federal Savings and Loan Association, Covington, Kentucky (“KF”), as determined by an independent appraisal. KF was a Federally-chartered mutual savings association that merged with and into Cincinnati Federal, with Cincinnati Federal as the surviving institution, effective October 12, 2018. Cincinnati Federal is the wholly-owned subsidiary of the Issuer. No cash consideration was paid by the Reporting Person.

While the Reporting Person intends to exercise its rights as majority stockholder of the Issuer, neither the Reporting Person nor any of the Insiders currently has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter or bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

In the future, the Reporting Person and/or the Insiders may determine to purchase additional shares of the Issuer’s common stock (or other securities of the Issuer) and/or the Reporting Person and/or the Insiders may determine to sell shares of the Issuer’s Common Stock. Any such determination will depend on a number of factors, including market prices, the Issuer’s prospects and alternative investments.

a.       As of October 12, 2018, the Reporting Person directly and beneficially owned 1,008,969 shares of the Issuer’s Common Stock, which represented 55.55% of the issued and outstanding shares of Common Stock on that date.

b.       The Reporting Person has the sole power to vote and the sole power to dispose of the shares of Common Stock it owns.

c.       Other than the issuance of the shares of the Issuer’s Common Stock to the Reporting Person on October 12, 2018, the Reporting Person has not affected any transaction in the Issuer’s Common Stock within the past 60 days.

d.       No person or entity other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares of the Issuer’s Common Stock reported in this Amended Schedule.

e.       Not applicable.

As of the date of this Amended Schedule, neither the Reporting Person nor any of the Insiders is a party to any contract, arrangement, understanding or relationship among themselves or with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the Common Stock, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over the Common Stock.

None.

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SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.