UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 001-38633
NOTIFICATION OF LATE FILING
(Check one): |
☒ Form 10-K ☐ Form 20-F ☐ Form
11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
For Period Ended: December
31, 2021
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☐ |
Transition Report on Form 10-K |
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☐ |
Transition Report on Form 20-F |
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☐ |
Transition Report on Form 11-K |
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☐ |
Transition Report on Form 10-Q |
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☐ |
Transition Report on Form N-SAR |
For
the Transition Period Ended: _________________________
Read Instruction (on back page) Before
Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein. |
If the notification relates
to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION |
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BM Technologies, Inc. |
Full Name of Registrant |
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Former Name if Applicable |
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201 King of Prussia Road, Suite 350 |
Address of Principal Executive Office (Street and Number) |
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Wayne, PA 19087 |
City, State and Zip Code |
PART II — RULES
12b-25(b) AND (c)
If the subject report could
not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
[X]
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable
detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the
prescribed time period.
As reported by the Company
in its current report on Form 8-K furnished to the Commission on March 31, 2022, the Company has identified certain errors related solely
to the technical accounting application of FASB ASC 718, Stock Compensation, as required under U.S. generally accepted accounting principles,
to a unique, one-time grant of share-based compensation made by our former parent as severance to certain employees and executives of
the Company in connection with the January 4, 2021 divestiture of the Company.
On March 25, 2022, the Audit
Committee of the Board of Directors of the Company, concluded that the Company’s previously issued unaudited consolidated financial
statements for the periods ended March 31, 2021, June 30, 2021, and September 30, 2021 (collectively, the “Non-Reliance Periods”),
as reported in the Company’s Quarterly Reports on Form 10-Q filed on May 24, 2021, August 16, 2021, and November 15, 2021, respectively,
should no longer be relied upon, and are to be restated to reflect the share-based compensation expense for the severance awards granted
by our former parent. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations, or similar
communications of the Company describing the Company's financial results for the Non-Reliance Periods should no longer be relied upon.
The restatement will increase
the Company’s previously reported share-based compensation expense for the nine months ending September 30, 2021 by $7.1 million
with a corresponding increase to additional paid-in capital.
The correction of the Company’s
previously reported share-based compensation expense in its quarterly reports on Form 10-Q for 2021 will have no effect on the Company’s
previously reported revenues, Core EBITDA, total cash balance, total assets, total liabilities, total equity, net working capital, net
cash flows from operating activities, investing activities, or financing activities. Similarly, this correction has no impact on the Company’s
operations or its underlying business fundamentals.
The Company has not filed, and
does not intend to file, an amendment to the Company’s previously filed Quarterly Reports on Form 10-Q for the Non-Reliance Periods,
but will restate its unaudited consolidated financial statements for the Non-Reliance Periods to reflect the corrected share-based compensation
expense within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
As a result of the foregoing, the Company is unable
to file its Annual Report on Form 10-K within the prescribed time period, which delay could not be eliminated by the Company without unreasonable
effort and expense. The Company is working diligently, along with its independent registered accounting firm, BDO USA LLP, to complete
the above referenced restatement. The Company expects to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2021
as soon as practicable following this Form 12b-25 filing.
PART IV — OTHER
INFORMATION
(1) Name and telephone number
of person to contact in regard to this notification
Bob Ramsey |
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877 |
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327-9515 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(2) Have all other periodic
reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940
during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer
is no, identify report(s). Yes ☒ No ☐
(3) Is it anticipated that
any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
Yes ☐ No ☒
If so, attach an explanation
of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the
results cannot be made.
BM Technologies, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification
to be signed on its behalf by the undersigned hereunto duly authorized.
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BM TECHNOLOGIES, INC. |
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Date: March 31, 2022 |
By: |
/s/ Bob Ramsey |
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Bob Ramsey |
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Chief Financial Officer |
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