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Central Federal Corporation Announces Successful Completion Of $12 Million Preferred Stock Private Placement

WORTHINGTON, Ohio, July 21, 2014 /PRNewswire/ -- Central Federal Corporation (NASDAQ: CFBK) (the "Company"), the parent holding company of CFBank, has announced the completion of a private placement of an aggregate of 480,000 shares of 6.25% Non-Cumulative Convertible Perpetual Preferred Stock, Series B, of the Company with a liquidation preference of $25.00 per share ("Series B Preferred Stock").  The Company sold 270,000 shares of Series B Preferred Stock on May 12, 2014, and an additional 210,000 shares of Series B Preferred Stock on July 15, 2014, for an offering price of $25.00 per share, which resulted in gross proceeds to the Company of $12 million.  After payment of placement fees and other expenses, the Company's net proceeds from the sale of the 480,000 shares of Series B Preferred Stock in the private placement were approximately $11.4 million.

Timothy T. O'Dell, CEO, commented:  "We are very pleased to announce our successful completion of this private placement, which allows us to increase the capital levels of the Company and CFBank, as well as to fund our continued growth and expansion.  We are particularly appreciative of the support that we received from our existing common stockholders."    

Each share of Series B Preferred Stock sold by the Company in the private placement is convertible into approximately 14.29 shares of the Company's common stock based on a conversion price of $1.75 per share of common stock (subject to certain anti-dilution adjustments).  In addition, the Company issued Warrants to purchase an aggregate of 1,152,125 shares of common stock to the purchasers of the Series B Preferred Stock in the private placement. The Warrants are exercisable for a period of five years at a cash purchase price of $1.85 per share of common stock (subject to certain anti-dilution adjustments).  The conversion of the Series B Preferred Stock and the exercise of the Warrants are subject to the restriction that in no event may shares of the Series B Preferred Stock be converted into, or Warrants exercised for, more than 19.9% of the Company's total outstanding common stock or voting power unless and until the stockholders of the Company approve the issuance of the shares of common stock upon the conversion of the Series B Preferred Stock and exercise of the Warrants in accordance with the applicable rules of the NASDAQ Stock Market. 

The Series B Preferred Stock and Warrants sold in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, and may not be resold without registration or an exemption from registration under the Securities Act and applicable state securities laws. The Series B Preferred Stock and Warrants were sold solely to "accredited investors" as defined in Rule 501(a) as promulgated under the Securities Act. 

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