FRBK Republic First Bancorp Inc (CE)

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. 43)*

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)

November 30, 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 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).

This Amendment No. 43 (“Amendment No. 43”) 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. 43 (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 of the Original Schedule 13D is hereby amended to add the following immediately prior to the last paragraph of this item:

On November 30, 2023, the Reporting Persons and the Issuer announced that in order to facilitate the receipt of regulatory approvals, the Issuer’s filing of its Annual Report on Form 10-K for the year ended December 31, 2022, and to satisfy other closing conditions as set forth in the Purchase Agreement, the Issuer and the Purchasers entered into a First Amendment to Securities Purchase Agreement (the “Amendment”), pursuant to which the parties agreed to extend the Outside Date (as defined in the Purchase Agreement) to February 29, 2024 and to hold a special shareholders’ meeting

no later than February 16, 2024. A copy of the press release is attached hereto as Exhibit 7(r).

On November 30, 2023, to facilitate the closing of the Private Placement, cash sufficient to fund the purchase of $435,750 worth of Common Stock and $34,564,250 worth of Series B Preferred Stock pursuant to the Purchase Agreement was deposited into an escrow account.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which was filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on November 30, 2023, and which is incorporated herein by reference.

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

Dated: December 1, 2023

Exhibit 99.7(r)

Republic First Bancorp and Norcross Braca Group Provide Update on Closing of $35 Million Capital Investment

PHILADELPHIA, November 30, 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, and other Norcross family members and affiliates (collectively, the “Norcross Braca Group”), today provided an updated timeline for the closing of the Norcross Braca Group’s previously announced $35 million capital investment in the Company.

The parties have agreed to extend the outside date for closing the investment to February 29, 2024, subject to the closing conditions outlined in the securities purchase agreement filed with the Securities and Exchange Commission on November 2, 2023. Republic will now hold a special meeting of stockholders no later than February 16, 2024 to facilitate the approval of the transaction. Further solidifying the investment, the Norcross Braca Group today deposited $35 million into an escrow account, which is to be released to the Company upon closing.

“We have made significant progress on what has been a complicated transaction, which is why we fully funded our $35 million investment into an escrow account – we will be able to move forward quickly when all requirements have been met and closing conditions have been satisfied,” said George E. Norcross, III. “We look forward to completing the transaction in the coming weeks so we can make the changes needed to set Republic First up for long term success for the benefit of its customers and clients, employees and shareholders.”

Thomas X. Geisel, President and Chief Executive Officer of Republic, commented, “While we proceed toward closing this transaction to strengthen the Company’s capital position, our team continues to work on making sustainable process and operational efficiency improvements, while maintaining Republic Bank’s focus on providing a high level of service and responsiveness for our customers and communities. Phil and Greg have been valuable additions as Observers to the Board since we announced the investment and the continuation of our plan to raise a total of $75 million to $100 million in capital.”

Republic also announced that the Company’s 2022 annual meeting, which had previously been scheduled for December 19, 2023, will be postponed to better align with the timing of the transaction close. The 2022 annual meeting will be held at a time and date to be announced, along with the record date for determining shareholders entitled to receive notice of and vote at this meeting.