UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
BM Technologies, Inc. (the “Company”) previously announced on February 7, 2024 the mutual agreement with James Dullinger, the Company’s current Chief Financial Officer, to not renew Mr. Dullinger’s existing Employment Agreement dated January 26, 2023 (as amended, the “Dullinger Agreement”), upon its expiration on March 31, 2024, and the appointment of Ajay Asija as Chief Financial Officer, effective as of April 1, 2024 (the “Asija Agreement”). On March 26, 2024, the Company’s Board of Directors approved the extension of Mr. Dullinger’s service as Chief Financial Officer through April 5, 2024 and further approved the effective date on which Mr. Asija would assume the role of Chief Financial Officer as April 6, 2024.
On March 26, 2024, the Company and Mr. Dullinger entered into a second amendment (the “Dullinger Amendment”) to the Dullinger Agreement, providing for the extension of Mr. Dullinger’s employment as Chief Financial Officer of the Company through April 5, 2024, payment of an extension bonus, accrual of paid time off, and deletion of non-compete restrictions. Concurrently, the Company and Mr. Asija entered into a first amendment (the “Asija Amendment”) to the Asija Agreement to modify the effective date on which Mr. Asija will assume the role as the Company’s Chief Financial Officer, from April 1, 2024 to April 6, 2024.
The foregoing descriptions of the Dullinger Amendment and the Asija Amendment are not complete and are qualified in their entirety by reference to the full text of each agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Second Amendment to Employment Agreement, dated as of March 26, 2024, by and between BM Technologies, Inc. and James Dullinger | |
| 10.2 | First Amendment to Employment Agreement, dated as of March 26, 2024, by and between BM Technologies, Inc. and Ajay Asija | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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 thereunto duly authorized.
| BM TECHNOLOGIES, INC. | ||
| Dated: April 1, 2024 | By: | /s/ Luvleen Sidhu |
| Name: | Luvleen Sidhu | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
SECOND AMENDMENT TO JANUARY 26, 2023, EMPLOYMENT AGREEMENT (“Agreement”)
THIS SECOND AMENDMENT, made as of March 26, 2024 (“Amendment Effective Date”), is by and between BM Technologies, Inc., a Delaware corporation, with its main offices located at 201 King of Prussia Road, Suite 650 Radnor, PA 19087 (“Company”) and James Dullinger (the “Executive”).
WHEREAS, the parties desire to document the extension of the Executive’s services in his current capacity as Chief Financial Officer (“CFO”) and amend certain and specific provisions of the Agreement as of the Amendment Effective Date,
WHEREAS, unless expressly amended herein, all terms shall remain as fully set forth in the Agreement, as amended, and all definitions in the Agreement shall have the meanings ascribed to the defined terms in the Agreement, as amended,
NOW THEREFORE, for good and valuable consideration, the sufficiency of which shall not be denied and intending to be legally bound, the parties agree as follows:
| 1. | Section 2 of the Agreement shall be amended in its entirety by substituting the following: |
Subject to the terms and conditions of this Agreement, the initial term of employment hereunder shall be for the period commencing on the Effective Date and ending on April 5, 2024. The term of employment hereunder shall only be extended for any period that may be agreed to in writing by and between both parties to this Agreement. References in this Agreement to the “Term” shall refer both to such initial term and any successive terms where a successive term is agreed to in writing by both parties to this Agreement.
| 2. | Section 3(e) of the Agreement shall be amended in its entirety by substituting the following: |
(e) The one hundred twenty (120) hours of Paid-Time Off (“PTO”) that the Executive earned in calendar year 2023, but did not use, shall carry forward into 2024, and at the end of the term of this Agreement, April 5, 2024, shall be paid out to the Executive in cash, in addition to the fifty two (52) hours of PTO that the Executive will have earned, but did not use, in calendar year 2024, for a total of one hundred seventy two (172) hours of earned and unused PTO. Payment shall be made to the Executive in the April 5, 2024 payroll for the value of this earned and unused PTO in the amount of Twenty-Two Thousand Seven Hundred and Forty Dollars ($22,740.00), net of applicable withholdings and deductions.
| 3. | Section 3(f) of the Agreement shall be added as follows: |
(f) Extension Bonus: In addition to his base salary and standard benefits, including PTO, the Executive shall be paid a five-thousand-dollar ($5,000.00) extension bonus for serving as Chief Financial Officer of the Company through completion of the extended term of April 5, 2024. The extension bonus will be paid in the April 5, 2024 payroll, net of applicable withholdings and deductions.
| 4. | Section 8 of the Agreement, “Noncompete Agreement,” shall be deleted in its entirety. |
| 5. | The following shall be added to Section 9 of the Agreement, “Non-Disparagement/Neutral Reference”, |
In addition, and for its part, the Company shall specifically instruct the individuals in the following roles about the duties and obligations of the Company and its Officers as set forth in this Section: Chief Executive Officer, President, Chief Financial Officer, Deputy Chief Financial Officer, and Chief Accounting Officer. In response to requests for information regarding the Executive from any prospective employer, the Company will provide no less than a neutral reference. A neutral reference shall mean that prospective employers will be advised only as to the dates of the Executive’s employment, the Executive’s most recent job title, and the Executive’s last salary. The Executive agrees to direct all such requests for references to the Company’s Vice President, People.
| AGREED: | ||
| BM Technologies, Inc. | James Dullinger | |
| /s/ Luvleen Sidhu | /s/ James Dullinger | |
| By: Luvleen Sidhu |
Exhibit 10.2
FIRST AMENDMENT TO FEBRUARY 5, 2024, EMPLOYMENT AGREEMENT (“Agreement”)
THIS FIRST AMENDMENT, made as of March 26, 2024 (“Amendment Effective Date”) is by and between BM Technologies, Inc., a Delaware corporation, with its main offices located at 201 King of Prussia Road, Suite 650 Radnor, PA 19087 (“Company”) and Ajay Asija (“Executive”).
WHEREAS, the parties desire to amend certain and specific provisions of the Agreement as of the Amendment Effective Date,
WHEREAS, unless expressly amended herein, all terms shall remain as fully set forth in the Agreement and all definitions in the Agreement shall have the meanings ascribed to the defined terms in the Agreement,
NOW THEREFORE, for good and valuable consideration, the sufficiency of which shall not be denied and intending to be legally bound, the parties agree as follows:
| 1. | Paragraph A. of the “Background” section shall be amended as follows: |
A. Company wishes to secure the services of Executive as the Company’s Deputy Chief Financial Officer and effective April 6, 2024 as Chief Financial Officer (“CFO”) on the terms and conditions set forth herein.
| 2. | The first sentence of Paragraph 1 of the Agreement shall be amended as follows: |
Employment. Company agrees to employ Executive initially as its Deputy Chief Financial Officer and as of April 6, 2024, as its Chief Financial Officer during the “Term” defined in Section 2 of this Agreement.
| AGREED: | ||
| BM Technologies, Inc. | Ajay Asija | |
| /s/ Luvleen Sidhu | /s/ Ajay Asija | |
| By: Luvleen Sidhu |