Current Report Filing (8-k)
May 27 2022 - 4:14PM
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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
24, 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 |
Common Stock |
|
BMTX |
|
NYSE American LLC |
Warrants to purchase Common Stock |
|
BMTX.W |
|
NYSE American LLC |
Item 3.01. Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 24, 2022, BM Technologies
Inc. (the “Company”) received a notice from NYSE Regulation (the “NYSE Notice”) stating that the Company is not
in compliance with the continued listing standards of the NYSE American LLC (the “Exchange”) under the timely filing criteria
included in Section 1007 of the NYSE American Company Guide (the “Company Guide”) because the Company failed to timely file
with the Securities and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the quarter ended March 31,
2022 (the “Form 10-Q”). Reference is made to the Company’s Notification of Late Filing on Form 12b-25 (filed with the
SEC on May 16, 2022), which describe the circumstances leading to the late filing of the Form 10-Q.
The Company intends to file
the Form 10-Q and cure the delinquency within the six month grace period given by the NYSE Notice.
Cautionary Statement Regarding
Forward-Looking Statements
Statements contained in this
Current Report on Form 8-K that are not historical facts may be forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements relate to, among other things, the Company’s expectations relating
to the filing of the Form 10-Q and the financial information to be included therein and the issuance of the press release in response
to the NYSE Notice. Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of
risks and uncertainties. The Company does not undertake any obligation to update forward-looking statements as a result of new information,
future events or developments or otherwise, except as required by applicable law or regulation.
Item 7.01 Regulation FD Disclosure.
On May 27, 2022, the Company issued a press release
announcing the foregoing. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
The foregoing (including the information presented
in Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange
Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under
the Securities Act or the Exchange Act.
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.
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BM Technologies, Inc. |
|
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Dated: May 27, 2022 |
By: |
/s/ Bob Ramsey |
|
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Bob Ramsey |
|
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Chief Financial Officer |
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