8-K

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

September 26, 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 (see General Instruction A.2. below):

☐ 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))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FRBK	OTC Expert 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 8.01       Other Events.

On September 26, 2023, Republic First Bancorp, Inc. (the “Company”) signed a non-binding letter of intent (the “Letter of Intent”) with George E. Norcross, III, Philip A. Norcross and Gregory B. Braca (the “Norcross Braca Group”) with respect to a potential investment in the Company by the Norcross Braca Group. The Letter of Intent is non-binding, and the Company gives no assurance that any transaction will be entered into, or as to the timing of any such transaction or steps toward a transaction. The Company cannot predict how the Letter of Intent, or any definitive agreement with respect thereto, may be supplemented or revised or what further actions may be taken by the Company or the Norcross Braca Group.

On September 27, 2023, the Company issued a press release announcing that it entered into the Letter of Intent with the Norcross Braca Group.

Copies of the Letter of Intent and the press release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are each incorporated into this Item 8.01 by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit No.	Description
99.1	Letter of Intent, dated September 26, 2023
99.2	Press Release, dated September 27, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements
 
Certain statements and information contained in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. For example, risks and uncertainties can arise with changes in: general economic conditions, including turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; the impact of the COVID-19 pandemic on our business and results of operation; geopolitical conflict and inflationary pressures including Federal Reserve interest rate hikes; 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 to our primary service area; changes in 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; our securities portfolio and the valuation of our securities; accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; rapidly changing technology; our ability to regain compliance with Nasdaq Listing Rules 5250(c)(1) and 5620(a); the failure to consummate the transactions contemplated in the Current Report on Form 8-K; the failure to maintain current technologies; failure to attract or retain key employees; our ability to access cost-effective funding; fluctuations in real estate values; litigation liabilities, including costs, expenses, settlements and judgments; and other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. Additionally, there can be no assurance that discussions with any parties, including the Norcross-Braca Group, will result in one or more transactions or other strategic changes, or of the timing of any such transactions or changes. You should carefully review the risk factors described in the Annual Report on Form 10-K for the 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 U.S. Private Securities Litigation Reform Act of 1995. We do 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.
 
For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
 
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.
 
Important Additional Information
 
The Company intends to file a definitive proxy statement and may file a WHITE proxy card with the SEC in connection with the 2022 Annual Meeting and, in connection therewith, the Company, certain of its directors and executive officers will be participants in the solicitation of proxies from the Company’s shareholders in connection with such meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE 2022 ANNUAL MEETING. The Company’s definitive proxy statement for the 2021 annual meeting of shareholders contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company’s securities. Information regarding subsequent changes to their holdings of the Company’s securities can be found in the SEC filings on Forms 3, 4, and 5, which are available on the Company’s website at http://investors.myrepublicbank.com/ or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 on file with the SEC. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2022 Annual Meeting. Shareholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at http://investors.myrepublicbank.com.

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: September 27, 2023
	By:	/s/ Brian F. Doran
	Name: Brian F. Doran
	Title: Executive Vice President and General Counsel

EX-99.1

Exhibit 99.1

EXECUTION VERSION

September 26, 2023

Republic First Bancorp, Inc.

50 South 16^th Street, Suite 2400

Philadelphia, Pennsylvania 19102

Attention: Mr. Thomas X. Geisel

   President, Chief Executive Officer

Ladies & Gentlemen:

This letter of intent (the “Letter of Intent”) is intended to memorialize the current good faith intentions of Republic First, Bancorp, Inc. (“Republic First”) and the Norcross Braca Group with respect to a potential investment by the Norcross Braca Group in Republic First, as reflected in discussions to date.

1.    Investment. Certain members of the Norcross Braca Group (and other investors as may be introduced to Republic First by the Norcross Braca Group) (collectively, the “Investors”) will invest at least $35 million in Republic First (the “Investment”), subject to shareholder approval and all required regulatory approvals in a form acceptable to the Investors. The form of securities issued in the Investment will be determined but will consist of common stock and, solely to the extent necessary to limit the amount of common stock issued in light of regulatory considerations, other forms of securities. The Board of Directors of Republic First (the “Board”) will waive the share ownership restriction set forth in Article XII of the Republic First Articles of Incorporation and waive, satisfy, or obtain required consent to avoid any applicable control share acquisition statute for purposes of the Investment.

2.    Additional Investors. Republic First will use reasonable best efforts and work with Raymond James (with reasonable assistance by the Investors) to raise an additional $60-$70 million from third party investors (the “Additional Investors”), with a minimum required aggregate investment by the Additional Investors of $40 million. The consummation of the investments by the Investors and the Additional Investors will occur simultaneously.

3.    Board of Directors. Concurrently with the execution of a definitive agreement with regards to the Investment (the “Definitive Agreement”), the Investors will have the right to appoint two non-voting observers to the Board. Upon the consummation of the Investment (the “Closing”), the Board will consist of nine members, comprising the Chief Executive Officer of Republic First, two representatives of the Investors, two new independent directors, two Additional Investors or independent directors to be identified by the Additional Investors, and two legacy Republic First Directors, with the other four legacy Republic First Directors resigning at closing. The identity of the Chairman of the Board will be determined at a later date.

4.    Exclusivity. The Definitive Agreement will provide for a customary exclusivity provision whereby Republic First will agree not to engage in discussions or negotiations regarding any proposal or offer by a third party, other than as agreed by the parties, for an alternative transaction without the consent of, and participation with, the Investors.

5.    Interim Operating Covenants. The Definitive Agreement will include customary interim operating covenants in favor of the Investors.

6.    Dismissal of Litigation and Proxy Contest. Promptly following the signing of the Definitive Agreement, the Norcross Braca Group will dismiss all litigation against Republic First without prejudice and cease its proxy solicitation efforts. Promptly following the Closing, the dismissal of such litigation against Republic First will be made with prejudice.

7.    Compensation. Upon the earlier of (1) the Closing or (2) the approval of the Board, the Norcross Braca Group will be paid a consulting fee of at least $6 million and will be reimbursed for at least $4.5 million of its expenses incurred in connection with its existing investment in Republic First and related matters. Additionally, upon the Closing, Republic First will pay reasonable, documented, out-of-pocket legal counsel and investment banker fees and expenses of the Norcross Braca Group in connection with a potential capital raise transaction and any related matters, to the extent actually incurred or earned (collectively, the “Investment Expenses”). The Definitive Agreement will include a customary termination fee, which such termination fee will include the Investment Expenses, in the event the Definitive Agreement is terminated prior to the Closing and, within 12 months thereafter, Republic First consummates an alternative transaction in the form of a capital raise or acquisition/combination. Republic First and Republic First Bank will act as co-obligors with respect to payments of the amounts set forth in this paragraph 7.

8.    Non-Binding. This Letter of Intent is solely intended as an expression of interest and shall not be a legally binding agreement, except the parties hereto shall be bound by the terms of paragraphs 7, 9, 10, and this paragraph 8. Except as aforesaid, neither the Norcross Braca Group nor Republic First shall have any obligation or liability of any kind or nature with respect to the potential investment until such time as they, in their sole discretion, fully execute and deliver a definitive agreement (and then only to the extent therein set forth).

9.    Choice of Law. This Letter of Intent shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the choice of laws principles thereof that would result in the application of any law other than the laws of the State of New York.

10.   Miscellaneous. No provision of this Letter of Intent shall be deemed to be waived by any party unless such waiver is in a writing signed by the party providing the waiver. This Letter of Intent, together with the Confidentiality Agreement executed among the parties on August 12, 2023, as amended from time to time, constitutes the entire legally binding and enforceable agreement between the parties hereto with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous agreements, written or oral, between such parties with respect to the subject matter hereof.

If the foregoing conforms to your understanding of our arrangements, please so signify by executing the enclosed copy of this Letter of Intent in the space provided and delivering it to us. This Letter of Intent may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.

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We look forward to working with you on the potential investment.

Sincerely,

/s/ GEORGE E. NORCROSS, III

GEORGE E. NORCROSS, III

/s/ GREGORY B. BRACA

GREGORY B. BRACA

/s/ PHILIP A. NORCROSS

PHILIP A. NORCROSS

Signature Page to Letter of Intent

Date Accepted: September 26, 2023

Accepted and agreed:

Republic First Bancorp, Inc.

By: /s/ Thomas X. Geisel         

Name: Thomas X. Geisel

Title: President & CEO

Signature Page to Letter of Intent

EX-99.2

Exhibit 99.2

Republic Bank and Norcross Braca Group Announce Signing of Letter of Intent

Norcross Braca Group Will Invest at Least $35 Million as Part of a $75 Million Capital Raise and Will Gain Membership on Reconstituted Board

PHILADELPHIA, September 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 and affiliates (collectively, the “Norcross Braca Group”), today announced the signing of a non-binding Letter of Intent (the “LOI”) that includes a significant investment by the Norcross Braca Group as part of a capital raise totaling at least $75 million (the “Capital Raise”) and provides for the reconstitution of the Company’s Board of Directors and the departure of a majority of legacy directors, among other provisions.

Under the LOI, the Norcross Braca Group will make a new investment of at least $35 million in the Company. As a condition to the investment, the Company will raise at least $40 million of additional capital from third-party investors (the “Additional Investors”). The Company anticipates that the proceeds of the Capital Raise will be used to strengthen Republic’s financial position and improve its operations, all with the goal of enhancing shareholder value.

Upon the consummation of the Capital Raise, the Company’s Board would consist of nine members, including two directors designated by the Norcross Braca Group, two candidates put forth by the Additional Investors, two new independent directors, the Company’s Chief Executive Officer and two legacy independent directors. In the interim, with the execution of a definitive agreement for the Capital Raise, the Norcross Braca Group will have the right to appoint two non-voting observers to the Board.

Pursuant to the LOI, upon the execution of a definitive agreement for the Capital Raise, the Norcross Braca Group will dismiss all litigation against Republic and cease its proxy solicitation efforts. Upon the consummation of the Capital Raise, Republic will pay certain fees and expenses of the Norcross Braca Group and assume certain investment banking and legal expenses.

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

“In addition to strengthening our balance sheet, we anticipate that this additional capital will provide greater flexibility to invest in the business and deliver extraordinary service to our loyal customer base and depositors. With this announcement, we plan to work with the Norcross Braca Group to put Republic on the best footing possible to enhance value for all shareholders. We would like to thank the Norcross Braca Group for their constructive engagement in getting to this point and appreciate the value they see in Republic.”

George E. Norcross, III, stated:

“As significant Republic shareholders, we believe in the Company’s potential and are excited about being part of its next chapter. We appreciate the Board’s engagement throughout this process and look forward to working together. Ultimately, we share a common goal: helping the Company deliver outstanding service to its customers and depositors, investing in its communities and employees and improving value for shareholders.”

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The transaction is subject to the negotiation of and entry into definitive agreements. Any definitive agreement will contain customary closing conditions, including, among others, shareholder and regulatory approvals.

Advisors

Squire Patton Boggs (US) LLP and Vinson & Elkins, L.L.P. are serving as legal advisors to the Company. 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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XML

Document And Entity Information	Sep. 26, 2023
Document Information [Line Items]
Entity, Registrant Name	REPUBLIC FIRST BANCORP, INC.
Document, Type	8-K
Document, Period End Date	Sep. 26, 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	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FRBK
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000834285