Current Report Filing (8-k)
May 13 2022 - 8:01AM
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May
9, 2022
BM
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38633 |
|
82-3410369 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
201
King of Prussia Road, Suite
350
Wayne,
PA
19087
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (877)
327-9515
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class
A Common Stock |
|
BMTX |
|
NYSE
American LLC |
Warrants
to purchase Class A Common Stock |
|
BMTX.W |
|
NYSE
American LLC |
Item 5.02(d)
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
and effective May 9, 2022, the Board of Directors (the “Board”) of BM Technologies, Inc. (the “Company”) unanimously
adopted resolutions taking the following action:
| | Increasing the number of directors
of the Company from seven to eight; |
| | Appointing John J. Dolan as director,
who qualifies as independent within the meaning of the independent director guidelines of the NYSE American; and |
| | Appointing Mr. Dolan to the Audit
Committee of the Board as its chairperson. |
Since
2018, Mr. Dolan has served as Founder and Manager of Dolan Financial Solutions, LLC, a business strategy and financial consulting firm
and loan broker. From 2015 to 2017, Mr. Dolan was the Founder and Managing Member of Dolan Finance, LLC, the general partner for Dolan
Real Estate Finance, LP, a private investment fund that deals in financing short-term commercial real estate transactions. Mr. Dolan
was Chairman of the Board of Directors of Atlantic Coast Financial Corporation (Nasdaq: ACFC) from 2016 until its acquisition by Ameris
Bancorp in 2018. During that time, he also served as Chairman of ACFC’s Audit Committee.
From
1980 to 2011, Mr. Dolan was employed by First Commonwealth Financial Corporation (NYSE: FCF) and its predecessor (First Commonwealth)
headquartered in Indiana, Pennsylvania. Mr. Dolan most recently served as the President and Chief Executive Officer of First Commonwealth
after serving as its Chief Financial Officer for twenty years and was also a director from 2007 to 2011. In these roles, he helped transform
First Commonwealth from a bank with $200 million in assets to a publicly traded bank holding company with $6 billion in assets.
Throughout
his banking tenure, Mr. Dolan was active in industry groups such as the Financial Services Roundtable, Pennsylvania Bankers Association,
and the American Bankers Association.
Mr.
Dolan is an active angel investor and is experienced in economic development and assisting early-stage companies during their development.
He serves on the board of directors of Pratter, Inc., an early-stage company that provides transparency to reduce healthcare costs and
has served on several not-for profit boards. Mr. Dolan earned his B.S. in Business Administration with a specialization in accounting
from West Liberty University.
Mr.
Dolan brings to our Board extensive financial expertise and experience as the strategic and financial leader of a community bank, including
raising capital, preparing financial reports, developing strong internal controls, development of executive management teams, and achieving
growth through acquisitions.
As
a non-employee director on the Board, Mr. Dolan will be compensated for service as a director in accordance with the Company’s
Compensation of Directors policy. There are no arrangements or understandings between Mr. Dolan and any other person pursuant to which
he was selected as a director. Mr. Dolan has no direct or indirect material interest in any transaction or proposed transaction required
to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.
The
press release issued by the Company on May 13, 2022 announcing Mr. Dolan’s appointment to the Company’s Board is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
BM Technologies, Inc. |
|
|
Dated: May 13, 2022 |
By: |
/s/
Luvleen Sidhu |
|
|
Luvleen Sidhu |
|
|
Chief Executive Officer |
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