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. 44)*

 

 

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)

February 28, 2024

(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 9.92% 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 October 27, 2023 is 70,419,960, as represented by the Issuer in the Securities Purchase Agreement filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on November 2, 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. 44 (“Amendment No. 44”) 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. 44 (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 February 28, 2024, the Reporting Persons delivered a notice (the “Termination Notice”) to the Issuer, informing the issuer of the termination of the Purchase Agreement, with such termination to become effective at 5:00pm Eastern Time, February 29, 2024. As a result of the termination of the Purchase Agreement, the Voting Agreements previously entered into in connection with the Purchase Agreement will become null and void. The Reporting Persons issued a press release announcing the delivery of such Termination Notice. A copy of the press release is attached hereto as Exhibit 7(s).

 

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(s)   Press Release, dated February 28, 2024


Dated: February 28, 2024

 

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 (s)

Norcross Braca Group Announces Termination of Purchase Agreement with Republic First

Norcross Braca Group Cites Republic First’s Inability to Complete Deal Due to Failure to File 2022 10-K, Other Issues

CAMDEN, NJ: George E. Norcross, Gregory B. Braca and Philip A. Norcross (the Norcross Braca Group) today announced that it was terminating its Purchase Agreement with Republic First Bancorp, Inc. (NASDAQ: FRBK) (the “Company” or “Republic First”) due to the failure of the Company to take actions and satisfy closing conditions required under the Purchase Agreement, including filing the Company’s 2022 10-K and scheduling the required shareholder meeting. The deadline for completion of the deal had previously been extended from November 30, 2023 to February 29, 2024.

A copy of the Norcross Braca Group’s 13D filing is available at www.sec.gov.

The Norcross Braca Group will have no further comment on today’s announcement or the end of its agreement with Republic First.


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