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
October 27, 2023
Date of Report (Date of earliest event reported)
REPUBLIC FIRST BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania |
000-17007 |
23-2486815 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
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50 South 16th Street, Suite 2400, Philadelphia, Pennsylvania |
19102 |
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(Address of principal executive offices) |
(Zip Code) |
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(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):
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
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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. ☐
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Item 8.01 |
Other Events. |
On October 27, 2023, the Company issued a press release announcing that it entered into a Securities Purchase Agreement with George E. Norcross, III, Gregory B. Braca, Philip A. Norcross, Lexie Norcross, other Norcross family members and affiliates (collectively, the “Norcross Braca Group”), pursuant to which the Norcross Braca Group agreed to make a $35 million investment in the Company, subject to regulatory approval and other conditions.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
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99.1 |
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104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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: our ability to consummate the transactions contemplated in the Current Report on Form 8-K; 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 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. 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.
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Dated: October 27, 2023 |
REPUBLIC FIRST BANCORP, INC. |
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By: |
/s/ Brian F. Doran |
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Name: |
Brian F. Doran |
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Title: |
Executive Vice President and General Counsel |
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Exhibit 99.1
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