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. 41)*

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)

October 27, 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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

 

 


CUSIP No. 760416107    SCHEDULE 13D   

 

 1   

 Names of Reporting Persons

 

 George E. Norcross, III

 2  

 Check the Appropriate Box If a Member of a Group (See Instructions)

 a. ☒  b. ☐

 

 3  

 SEC Use Only

 

 4  

 Source of Funds (See Instructions)

 

 PF

 5  

 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 ☐

 6  

 Citizenship or Place of Organization

 

 United States of America

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 

    7   

 Sole Voting Power

 

 746,122

    8  

 Shared Voting Power

 

 0

    9  

 Sole Dispositive Power

 

 746,122

   10  

 Shared Dispositive Power

 

 0

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 746,122 (1)

12  

 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13  

 Percent of Class Represented By Amount in Row (11)

 

 1.1%(2)

14  

 Type of Reporting Person (See Instructions)

 

 IN

 

(1)

The Reporting Person is reporting on this Schedule 13D as a member of a “group” with the other Reporting Persons. The group beneficially owns 6,984,343 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.95% of the outstanding shares of Common Stock. See Item 5 of this Schedule 13D.

(2)

For purposes of calculating beneficial ownership percentages in this statement on Schedule 13D, the total number of shares of Common Stock outstanding as of August 3, 2023 is 70,183,407, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on August 7, 2023.


CUSIP No. 760416107    SCHEDULE 13D   

 

 1   

 Names of Reporting Persons

 

 Philip A. Norcross

 2  

 Check the Appropriate Box If a Member of a Group (See Instructions)

 a. ☒  b. ☐

 

 3  

 SEC Use Only

 

 4  

 Source of Funds (See Instructions)

 

 PF

 5  

 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 ☐

 6  

 Citizenship or Place of Organization

 

 United States of America

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 

    7   

 Sole Voting Power

 

 497,000

    8  

 Shared Voting Power

 

 0

    9  

 Sole Dispositive Power

 

 497,000

   10  

 Shared Dispositive Power

 

 0

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 497,000(1)

12  

 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13  

 Percent of Class Represented By Amount in Row (11)

 

 0.7%(2)

14  

 Type of Reporting Person (See Instructions)

 

 IN


CUSIP No. 760416107    SCHEDULE 13D   

 

 1   

 Names of Reporting Persons

 

 Gregory B. Braca

 2  

 Check the Appropriate Box If a Member of a Group (See Instructions)

 a. ☒  b. ☐

 

 3  

 SEC Use Only

 

 4  

 Source of Funds (See Instructions)

 

 PF

 5  

 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 ☐

 6  

 Citizenship or Place of Organization

 

 United States of America

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 

    7   

 Sole Voting Power

 

 511,659

    8  

 Shared Voting Power

 

 0

    9  

 Sole Dispositive Power

 

 511,659

   10  

 Shared Dispositive Power

 

 0

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 511,659(1)

12  

 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13  

 Percent of Class Represented By Amount in Row (11)

 

 0.7%(2)

14  

 Type of Reporting Person (See Instructions)

 

 IN


CUSIP No. 760416107    SCHEDULE 13D   

 

 1   

 Names of Reporting Persons

 

 Alessandra T. Norcross

 2  

 Check the Appropriate Box If a Member of a Group (See Instructions)

 a. ☒  b. ☐

 

 3  

 SEC Use Only

 

 4  

 Source of Funds (See Instructions)

 

 PF

 5  

 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 ☐

 6  

 Citizenship or Place of Organization

 

 United States of America

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 

    7   

 Sole Voting Power

 

 2,614,781

    8  

 Shared Voting Power

 

 0

    9  

 Sole Dispositive Power

 

 2,614,781

   10  

 Shared Dispositive Power

 

 0

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 2,614,781(1)

12  

 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13  

 Percent of Class Represented By Amount in Row (11)

 

 3.7%(2)

14  

 Type of Reporting Person (See Instructions)

 

 IN


CUSIP No. 760416107    SCHEDULE 13D   

 

 1   

 Names of Reporting Persons

 

 Alexander S. Norcross

 2  

 Check the Appropriate Box If a Member of a Group (See Instructions)

 a. ☒  b. ☐

 

 3  

 SEC Use Only

 

 4  

 Source of Funds (See Instructions)

 

 PF

 5  

 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 ☐

 6  

 Citizenship or Place of Organization

 

 United States of America

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 

    7   

 Sole Voting Power

 

 2,614,781

    8  

 Shared Voting Power

 

 0

    9  

 Sole Dispositive Power

 

 2,614,781

   10  

 Shared Dispositive Power

 

 0

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 2,614,781(1)

12  

 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13  

 Percent of Class Represented By Amount in Row (11)

 

 3.7%(2)

14  

 Type of Reporting Person (See Instructions)

 

 IN


This Amendment No. 41 (“Amendment No. 41”) 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. 41 (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.

Purpose of the Transaction.

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

On October 27, 2023, the Reporting Persons and Republic First Bancorp, Inc. announced they had entered into a Securities Purchase Agreement, pursuant to which the Reporting Persons have agreed to acquire an aggregate of $35 million of shares of the Company’s common stock and shares of a newly-issued series of Series B convertible preferred stock of the Company, subject to regulatory approval and other conditions. A copy of the press release is attached hereto as Exhibit 7(q).

 

Item 7.

Material to be Filed as Exhibits.

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

 

Exhibit

Number

  Description
7(q)   Press Release, dated October 27, 2023


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: October 30, 2023

 

George E. Norcross, III
By:  

/s/ George E. Norcross, III

Phillip A. Norcross
By:  

/s/ Philip A. Norcross

Gregory B. Braca
By:  

/s/ Gregory B. Braca

Alessandra T. Norcross
By:  

/s/ Alessandra T. Norcross

Alexander S. Norcross
By:  

/s/ Alexander S. Norcross

Exhibit 7(q)

Republic Bancorp and Norcross Braca Group Announce $35 Million Investment

Investment Will Improve Capital Ratios and Result in Reconstitution of Republic Board, with Appointment of

Philip A. Norcross as Chair as well as Gregory B. Braca and Two New Independent Directors

Legacy Directors Andrew B. Cohen, Harry D. Madonna, Lisa Jacobs and Harris Wildstein to Depart from Board

PHILADELPHIA, October 27, 2023 (GLOBE NEWSWIRE) – Republic First Bancorp, Inc. (OTCEM: FRBK) (“Republic” or the “Company”), the parent company of Republic First Bank d/b/a Republic Bank, and George E. Norcross, III, Gregory B. Braca, Philip A. Norcross, Lexie Norcross, other Norcross family members and affiliates (collectively, the “Norcross Braca Group”), today announced that they have signed a Securities Purchase Agreement to effectuate a $35 million investment by the Norcross Braca Group. As part of the agreement, the Company’s Board of Directors (the “Board”) will be reconstituted, with former TD Bank U.S. CEO Gregory B. Braca and two other highly qualified individuals joining as Directors and Philip A. Norcross becoming the Chair. Upon closing of the new investment, which is subject to regulatory approval and other conditions related to the Company, the remainder of the previously announced $75 million to $100 million capital raise will commence.

George E. Norcross, III today stated:

“As we said when we first announced we had taken a stake in Republic First more than 18 months ago: we believe that with proper Board leadership and a focus on improving operations, the Company can provide great service to its customers and depositors as well as value to its shareholders. This investment and new leadership on the Board is the next step of what will be the new Republic First.”

Thomas X. Geisel, President and Chief Executive Officer of Republic, commented:

“This is an important milestone to strengthen our balance sheet and improve our operations. We look forward to having the benefit of Phil’s and Greg’s expertise in the boardroom as we work together to enhance value for all stakeholders and chart Republic First’s future.”

Upon the closing of the Securities Purchase Agreement, the Company’s Board will consist of seven members: incumbents Mr. Geisel, Benjamin C. Duster, IV, and Peter B. Bartholow, as well as Philip Norcross, Mr. Braca, and two new independent Directors. Philip Norcross will be Chairman of the reconstituted Board. Legacy Directors Andrew B. Cohen, Harry D. Madonna, Harris Wildstein and Lisa Jacobs will all depart the Board.

Advisors

Squire Patton Boggs (US) LLP and Vinson & Elkins, L.L.P. are serving as legal advisors to the Company, and Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc. are serving as financial advisors. Sullivan & Cromwell LLP and Ballard Spahr are serving as legal advisors to the Norcross Braca Group.

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, including plans to raise additional capital, 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

For Republic:

Longacre Square Partners

Joe Germani / Greg Marose, (646) 277-8813

frbk@Longacresquare.com

For the Norcross Braca Group:

The Echo Group, LLC

Daniel F. Fee, Esq., (215) 704-3160

dan@echo-group.com


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