FRBK Republic First Bancorp Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D/A

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 36)*

Republic First Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

760416107

(CUSIP Number)

George E. Norcross, III

218 Royal Palm Way, Suite 200

Palm Beach, Florida 33480

(561) 500-4600

With a Copy to:

H. Rodgin Cohen

Mitchell S. Eitel

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

212-558-4000

(Name, address and telephone number of person authorized to receive notices and communications)

July 14, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 36 (“Amendment No. 36”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 31, 2022, as amended prior to the date of this Amendment No. 36 (the “Original Schedule 13D”) as specifically set forth herein (as so amended, the “Schedule 13D”). Except as provided herein, each Item of the Original Schedule 13D remains unchanged.

Item 4 of the Original Schedule 13D is hereby amended to add the following immediately prior to the last paragraph of this item:

On July 14, 2023, Philip A Norcross and Gregory B. Braca delivered a nomination notice to the Secretary of the Issuer nominating Gregory B. Braca, Mary Pat Christie, and Daniel J. Hilferty (the “Nominees”) for election to the Board of the Issuer at the Issuer’s 2022 annual meeting of shareholders. The Reporting Persons believe that each of the Nominees has the qualifications, experience and skill set necessary to serve as a director of the Issuer. The Reporting Persons issued the attached press release in connection with the nominations.

Item 7 of the Original Schedule 13D is hereby amended to add the following exhibit:

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 14, 2023

Exhibit 99.7(n)

Norcross Braca Group Announces Dan Hilferty, Mary Pat Christie and Greg Braca to be Nominated to Serve on Republic First Board

Trio of Exceptional Leaders Will Bring the Banking and Finance Expertise Needed to Turn Around the Mismanaged Company Whose Stock Price Has Fallen Almost 78% to Record Lows in Last 12 Months

CAMDEN, NJ: Gregory B. Braca and Philip A. Norcross today provided notice to Republic First Bancorp, Inc. (the “Company” or “Republic First”) that they were nominating Braca, Daniel J. Hilferty and Mary Pat Christie to stand for election to the Company’s board of directors at its 2022 annual meeting of shareholders. The Company has not held an annual meeting in more than two years. The meeting comes amid continued dysfunction and poor performance at Republic First, which has seen its share price decline to an all-time low and has announced cuts to staff, services and locations. Over the last 18 months, there has been a steady drip of revelations regarding related party transactions, accounting irregularities and mismanagement at the Company.

“Today’s announcement that Dan Hilferty and Mary Pat Christie — two incredibly distinguished leaders with deep management and financial experience and connections to their communities — are willing to join our fight to rescue Republic First should be a clear signal to the Company’s employees, customers, and shareholders that help is, at long last, on its way,” said Braca today. “We have confidence that with new and better leadership, not only can Republic First be saved, but that its best days are ahead.”

Braca detailed just a small number of what the Group sees as the Company’s many missteps and embarrassments that have come to light in the last 18 months, including:

The Norcross Braca group is nominating three leaders to serve on the Republic First board following the recent entry of a Stipulation and Order in the Philadelphia Court of Common Pleas requiring the Company to re-open the window for nominations and to allow the Norcross Braca group to submit nominees. In November, the Norcross Braca group filed a complaint in the Philadelphia Court of Common Pleas to prevent the Company from illegally reducing its board size and attempting to block the nomination of Braca to the board. Earlier this month, the Company announced rather than reducing the size of its board, the Company would return to eight members, allowing the Norcross Braca group to nominate three people for election to the board. With the Stipulation and Order in place and the Company returning to an eight member board, the Norcross Braca Group effectively prevailed on all claims asserted in its court action.

“In the coming weeks, we will continue to aggressively make the case to every Republic First shareholder why change is needed, why Dan, Mary Pat, and I are the best candidates to effectuate that change, and the specific reforms we will pursue if elected,” said Braca. “With an annual meeting finally set and the nominations of a highly qualified slate of board nominees, our campaign to fix Republic First is just beginning.”

Background of the Norcross Braca group nominees:

Greg Braca has more than 30 years of banking experience, most recently serving as President and CEO of TD Bank, one of the 10 largest banks in the U.S., before retiring in December 2021. Braca served as Chief Operating Officer and as Head of Corporate and Specialty Banking for the bank prior to his ascending to his role as President and CEO. Prior to joining TD, Braca founded FleetBoston Bank’s Healthcare Group and served as Senior Vice President for the New York Metro Healthcare Group. He actively serves a variety of community-focused organizations, including the New York Partnership; New York Bankers Association; the Greater NY Councils, Boy Scouts of America; Big Brothers Big Sisters of New York City and the Financial Services Roundtable.

Mary Pat Christie is a respected leader in the high yield and distressed debt capital markets industry where she excelled at placement and structuring of debt for highly levered businesses. Formerly a managing director at Angelo, Gordon & Co., Christie is a partner in the Hampshire Christie Qualified Opportunity Fund, which invests in opportunity zone projects along the Northeast corridor, and Christie 55 Solutions, a consulting firm that delivers strategic business advice in crisis management, government policy and regulatory challenges at the state and federal level. Christie has served as a Regent at Seton Hall University since November 2022 and currently serves on the board of Hackensack Meridian Carrier Clinic in Skillman NJ. She is the former First Lady of New Jersey.

Daniel J. Hilferty is the Chairman & Chief Executive Officer of Comcast Spectacor and serves as Governor of the Philadelphia Flyers for the National Hockey League. Hilferty was previously at the helm of Independence Blue Cross as its President and Chief Executive Officer for 10 years and launched Dune View Strategies, a strategic advisory firm for small and mid-sized healthcare companies, after retiring from IBX. He joined Comcast Spectacor in February 2023. Hilferty led Philadelphia’s successful bid to be a host city for the FIFA World Cup 2026 and served as Co-Chair on the executive leadership cabinet of the World Meeting of Families which brought Pope Francis to Philadelphia.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

The Group (as defined below) intends to file a proxy statement that will be accompanied by a proxy card with the Securities and Exchange Commission (the “SEC”) with respect to the election of directors of Republic First Bancorp, Inc. (the “Issuer”) to occur at the 2022 annual meeting of shareholders (the “2022 Annual Meeting”) scheduled for October 5, 2023.

GEORGE E. NORCROSS, III, GREGORY B. BRACA, PHILIP A. NORCROSS, ALESSANDRA T. NORCROSS AND ALEXANDER S. NORCROSS (COLLECTIVELY, THE “GROUP”), MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES WITH RESPECT TO THE 2022 ANNUAL MEETING. A DESCRIPTION OF THE PARTICIPANTS’ INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, IS CONTAINED IN THE SCHEDULE 13D, JOINTLY FILED BY THE GROUP ON JANUARY 31, 2022, AS AMENDED FROM TIME TO TIME. SHAREHOLDERS OF THE ISSUER ARE STRONGLY ADVISED TO READ THE GROUP’S PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV [sec.gov].