October 7, 2019
Joseph V. Bunke
President
Cincinnati Bancorp, Inc.
6581 Harrison Avenue
Cincinnati, OH 45247
Re: Cincinnati Bancorp, Inc.
Registration Statement on Form S-1
Filed September 11, 2019
File No. 333-233708
Dear Mr. Bunke:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1. Please supplementally provide us with copies of all written
communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your
behalf, present to potential investors in reliance on Section 5(d) of
the Securities Act,
whether or not they retain copies of the communications.
How We Intend To Use The Proceeds From The Offering, page 31
2. You disclose that a number of shares of common stock equal to 4% of the
shares of
common stock to be sold in the offering will be purchased for grant by
one or more stock-
based benefit plans and that the funds to be used by such plans to
purchase the shares will
be provided by Cincinnati Bancorp, Inc. Considering you have reduced the
pro forma
Joseph V. Bunke
Cincinnati Bancorp, Inc.
October 7, 2019
Page 2
impact of the offering for funds to be provided by Cincinnati Bancorp
Inc. for common
stock to be acquired by stock-based benefit plans on page 40, clarify why
these funds are
not included in the distribution of net proceeds as presented on page 31
since they will not
be available for general use by Cincinnati Bancorp, Inc.
Comparison Of Stockholders' Rights For Stockholders Of Cincinnati Bancorp
Forum Selection for Certain Stockholder Lawsuits, page 134
3. 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 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;
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; and
add a separately captioned risk factor addressing the impact of your
exclusive
forum provision on investors.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Michelle Miller at 202-551-3368 or Marc Thomas at
202-551-3452 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Erin Purnell at 202-551-3454 with any
other
questions.
Sincerely,
FirstName LastNameJoseph V. Bunke
Division of
Corporation Finance
Comapany NameCincinnati Bancorp, Inc.
Office of Finance
October 7, 2019 Page 2
cc: Victor L. Cangelosi, Esq.
FirstName LastName