LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.LuseLaw.com
WRITER’S DIRECT DIAL NUMBER | WRITER’S E-MAIL slanter@luselaw.com |
November 1, 2019
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549-3561
| Attn: | Mr. David Gessert, Staff Attorney |
| Re: | FFBW, Inc. |
Registration Statement on Form S-1 (File No. 333-233740)
Dear Mr. Gessert:
On behalf of FFBW, Inc. (the “Company”) and in accordance with Rule 101 of Regulation S-T, we are hereby transmitting Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the “Amended Form S-1”). Set forth below are the comments from the Staff’s letter dated September 24, 2019, as well as the Company’s responses to those comments. The Amended Form S-1 has been blacklined to reflect changes from the initial filing.
Form S-1 Filed September 13, 2019
Comparison of Stockholders’ Rights for Existing Stockholders of Old FFBW
Forum Selection for Certain Stockholder Lawsuits, page 159
| 1. | We note your disclosure that your articles of incorporation provide that a state or federal court located within the State of Maryland will be the sole and exclusive forum for certain actions. Please: |
| · | clarify in your disclosure and the charter filed as an exhibit to the registration statement whether the provision applies to federal securities law claims, or only to state law claims, as applicable; |
LUSE GORMAN, PC
Mr. David Gessert
Securities and Exchange Commission
November 1, 2019
Page 2
The disclosure on page 165 of the amended prospectus has been revised in response to the comment. The Company’s amended and restated articles of incorporation have been revised and are refiled as Exhibit 3.1 to the Amended Form S-1.
| · | expand your disclosure to state that such a provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers or other employees; |
The disclosure on page 165 of the amended prospectus has been revised in response to the comment.
| · | disclose that any person acquiring an interest in your shares, including secondary purchasers, will be deemed to have consented to this provision; and |
The disclosure on page 165 of the amended prospectus has been revised in response to the comment.
| · | add a separately captioned risk factor addressing the impact of your exclusive forum provision on investors. |
The disclosure on page 35 of the amended prospectus has been revised in response to the comment.
* * *
We request that the staff advise the undersigned at slanter@luselaw.com or at (202) 274-2004 or Kip Weissman of this office at (202) 274-2029 or at kweissman@luselaw.com as soon as possible if it has any further comments.
| Respectfully, | ||
| /s/Steven Lanter | ||
| Steven Lanter | ||
| cc: | Edward H. Schaefer, President and Chief Executive Officer |
Kip Weissman, Esq.
