(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:
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FRBK
Nasdaq Global 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.
As reported by the Company in its Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) on November 10, 2022, the Company received formal notice from The Nasdaq Stock Market LLC (“Nasdaq”) that a Nasdaq Hearings Panel (the “Panel”) had granted the Company’s request for an extension until December 30, 2022 to file its delinquent Quarterly Reports on Form 10-Q with the Commission, with specified deadlines for each of the reports. On November 18, 2022 and December 12, 2022, the Company filed its Quarterly Reports on Form 10-Q for the three months ended March 31, 2022 and June 30, 2022, respectively, with the Commission.
The Company did not file its Quarterly Report on Form 10-Q for the three months ended September 30, 2022 by December 30, 2022 due to additional time being needed for (1) the Company’s recently appointed Chief Executive Officer and Chief Financial Officer to complete the procedures necessary to execute the required Form 10-Q certifications and (2) the Company to finalize its methodology and accounting entries related to its CECL implementation.
The Company requested a two-week extension, through January 15, 2023, from the Panel to file its Form 10-Q for the three months ended September 30, 2022.
On January 4, 2023, the Panel granted the Company’s request for an extension through January 15, 2023 for the Company to file its Form 10-Q for the three months ended September 30, 2022. If the Company is unable to file its Form 10-Q for the three months ended September 30, 2022 by January 15, 2023, the common stock of the Company will be subject to delisting fromThe Nasdaq Global Market.
The Company intends to file its Quarterly Report on Form 10-Q for the three months ended September 30, 2022, with the Commission as soon as practicable and by January 15, 2023.
Forward Looking Statements
The Company may from time to time make written or oral “forward-looking statements,” including statements contained in this release and in the Company's filings with the Commission. The forward-looking statements contained in this disclosure, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. The Company and its operations are subject to numerous risks and uncertainties that range from changes in general economic conditions, inflation, government regulatory and other policies that can have various effects on our business, financial condition and results of operation, loan demand and our loan and securities portfolios, and fluctuations in interest rates to more Company-specific issues such as the adequacy of our allowance for loan losses and the value of our securities portfolio, our methodology for determining such allowance, competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items, rapidly changing technology; and litigation matters. You should carefully review the risk factors described in the 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 Private Securities Litigation Reform Act of 1995. The Company does 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.
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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.
