Form 8-K - Current report

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

August 21, 2023

Date of Report (Date of earliest event reported)

REPUBLIC FIRST BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-17007	23-2486815
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

50 South 16th Street, Suite 2400, Philadelphia, Pennsylvania		19102
(Address of principal executive offices)		(Zip Code)

(215) 735-4422

Registrant’s telephone number, including area code

N/A

(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))

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	FRBK	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 21, 2023, Republic First Bancorp, Inc. (the “Company”) received a letter from the Nasdaq Hearings Panel (the “Panel”) notifying the Company that as a result of the Company’s failure to file its Form 10-K by August 15, 2023, the Panel has determined to delist the Company’s common stock from trading on The Nasdaq Stock Market LLC (“Nasdaq”) and will suspend trading in the Company’s common stock effective at the open of trading on August 23, 2023. Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission to effect the delisting following the lapse of certain waiting periods set forth in the Nasdaq Listing Rules.

The Company anticipates that effective August 23, 2023, the Company’s common stock will commence trading on the OTC Pink marketplace under the symbol “FRBK.” Quotes and related Company information will be available at www.otcmarkets.com.

As previously reported, on July 17, 2023, the Company received confirmation that the Panel granted the Company’s request for a further extension to file the 2022 Form 10-K with the Commission, by August 15, 2023.

The Company did not timely file its 2022 Form 10-K in part because of the former executive team’s failure to maintain adequate internal controls and related to a systems conversion implemented in June 2022. Consequently, the audit process that new management and the Company’s external advisors had to undertake has been extensive and time-consuming.

The Company issued a press release on August 22, 2023, disclosing receipt of the delisting notification from the Panel. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

99.1

Press release dated August 22, 2023

104.1

The cover page for this Current Report on Form 8-K, formatted in Inline XBRL.

Forward Looking Statements

The Company may from time to time make written or oral “forward-looking statements,” including statements contained in this release and in the Company's filings with the Commission. The forward-looking statements contained in this disclosure, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. The Company and its operations are subject to numerous risks and uncertainties that include: general economic conditions, the delisting of the Company’s common stock, turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; our securities portfolio and the valuation of our securities; geopolitical conflict and inflationary pressures; the effect of potential recessionary conditions; the adequacy of our allowance for credit losses and our methodology for determining such allowance; adverse changes in our loan portfolio and credit risk-related losses and expenses; concentrations within our loan portfolio, including our exposure to commercial real estate loans; inflation; changes in market interest rates; our ability to identify, negotiate, secure and develop new branch locations and renew, modify, or terminate leases or dispose of properties for existing branch locations effectively; business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; deposit flows; loan demand; the regulatory environment, including evolving banking industry standards; changes in legislation or regulation accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; rapidly changing technology; the failure to maintain current technologies; failure to attract or retain key employees; our ability to access cost-effective funding; our ability to reduce expenses; fluctuations in real estate values; litigation liabilities, including costs, expenses, settlements and judgments; the impact of the COVID-19 pandemic on our business and results of operation; and other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. You should carefully review the risk factors described in the Form 10-K for the fiscal year ended December 31, 2021 and other documents the Company files from time to time with the Securities and Exchange Commission. The words “would be,” “could be,” “should be,” “probability,” “risk,” “target,” “objective,” “may,” “will,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions or variations on such expressions are intended to identify forward-looking statements. All such statements are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company, except as may be required by applicable law or regulations.

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.

	REPUBLIC FIRST BANCORP, INC.

Dated: August 22, 2023	By:	/s/ Michael W. Harrington
	Name:	Michael W. Harrington
	Title:	Chief Financial Officer

Exhibit 99.1

PRESS RELEASE

Republic Bank Provides Update on Listing Status

Announces Common Stock Will Promptly Begin Trading on OTC Marketplace

PHILADELPHIA, August 22, 2023 (GLOBE NEWSWIRE) – Republic First Bancorp, Inc. (Nasdaq: FRBK) (“Republic” or the “Company”), the parent company of Republic First Bank d/b/a Republic Bank, today announced that it has been notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that, as of the opening of business on August 23, 2023, the Company’s common stock will no longer be listed on the exchange because the Company has not yet filed its Annual Report on Form 10-K with the Securities and Exchange Commission (the “SEC”) for fiscal year 2022. The Company expects its common stock to promptly begin trading on the OTC marketplace, enabling investors to continue to access accurate information, including stock price quotes, and execute trades.

Republic’s Board of Directors and new executive team have been working with the Company’s auditor and outside advisors to complete and file all delayed reports as soon as practicable. Republic’s audit and financial filings have been delayed, in part, by the former executive team’s failure to maintain adequate internal controls and related to a systems conversion implemented in June 2022. Consequently, the audit process that new management and the Company’s external advisors had to undertake has been extensive and time-consuming.

The Company may apply to list on a major exchange after it files all delayed reports and meets other listing requirements. The new management team remains focused on implementing Republic's strategic plan, which includes a renewed emphasis on core banking services, strengthening franchise value in its highly attractive Metropolitan Philadelphia and Southern New Jersey markets and improving operational efficiencies.

Additional information related to today’s update is included in a Current Report on Form 8-K filed by Republic with the SEC. A Q&A document for investors is also available on Republic’s investor relations website.

About Republic Bank

Republic Bank is the operating name for Republic First Bank. Republic First Bank is a full-service, state-chartered commercial bank, whose deposits are insured up to the applicable limits by the Federal Deposit Insurance Corporation (FDIC). The Bank provides diversified financial products through its 33 offices located in Atlantic, Burlington, Camden, and Gloucester Counties in New Jersey; Bucks, Delaware, Montgomery and Philadelphia Counties in Pennsylvania and New York County in New York. For more information about Republic Bank, please visit myrepublicbank.com.

Forward Looking Statements

This press release, and oral statements made regarding the subjects of this release, contains “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, or the Reform Act, which may include, but are not limited to, statements regarding the Company’s estimates, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts, including statements identified by words such as “believe,” “plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and similar expressions. All statements addressing the Company’s future plans, strategies and operating results are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on management’s current views and assumptions regarding future events and operating performance, and are inherently subject to significant uncertainties and contingencies and changes in circumstances, many of which are beyond the Company’s control. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release. You should carefully review the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 and other documents the Company files from time to time with the SEC.

Contacts

Longacre Square Partners
Joe Germani / Greg Marose, (646) 277-8813
frbk@Longacresquare.com

Document And Entity Information	Aug. 21, 2023
Document Information [Line Items]
Entity, Registrant Name	REPUBLIC FIRST BANCORP, INC.
Document, Type	8-K
Document, Period End Date	Aug. 21, 2023
Entity, Incorporation, State or Country Code	PA
Entity, File Number	000-17007
Entity, Tax Identification Number	23-2486815
Entity, Address, Address Line One	50 South 16th Street, Suite 2400
Entity, Address, City or Town	Philadelphia
Entity, Address, State or Province	PA
Entity, Address, Postal Zip Code	19102
City Area Code	215
Local Phone Number	735-4422
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FRBK
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000834285