May 10, 2010 (FinancialWire) — OptimumBank Holdings, Inc. (NASDAQ: OPHC) , bank holding company for OptimumBank, said it has received another written notice from the Listing Qualifications staff of The NASDAQ Stock Market notifying the company that it fails to comply with the audit committee composition requirement in Marketplace Rule 5605.

OptimumBank lost its compliance due to the resignation of the former audit committee chairman, Irving P. Cohen, from the company's board of directors on April 11, 2010. The rule requires audit committees to have a minimum of three members who meet independence requirements, are financially literate, and one of whom is financially sophisticated. As a result of Cohen's resignation, the company's audit committee currently has two members, neither of whom has the requisite financial sophistication. The company has no other current directors who could qualify for appointment to the audit committee.

OptimumBank will be provided a cure period in order to regain compliance. It must submit to the staff documentation, including biographies of any new directors, evidencing compliance with the rule. If the company cannot demonstrate compliance with the rule, the company's common stock will be delisted, after which it may appeal the staff's determination to a Listing Qualifications panel.

The company said it is actively seeking a qualified director to fill the vacancy on its audit committee and believes that it will be able to achieve compliance.

The company had previously received a letter from the staff notifying the company that it fails to comply with NASDAQ's minimum market value of publicly held shares requirement for continued listing set forth in NASDAQ Marketplace Rule 5450(b) (1) (C) which requires companies to maintain a MVPHS of at least $5,000,000. The company has been provided 180 calendar days, or until June 29, 2010, to regain compliance with the MVPHS requirement or to be delisted. The company is still exploring alternatives to delisting, including submission of an application for transfer to the NASDAQ Capital Market.

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