Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
June 17, 2022
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:
☐
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:
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.
Republic First Bancorp, Inc. (the “Company”), the parent company of Republic Bank, announced today that it has filed in preliminary form an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934 to call a Special Meeting of the Company’s shareholders (the “Special Meeting”) for the election of directors. The Special Meeting is being called at the direction of Alfred W. Putnam, Jr., the court appointed Custodian of the Company (the “Custodian”). The Special Meeting is not the Company's 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) or a special meeting in lieu of an annual meeting. The Custodian expects that the Company’s 2022 annual meeting of shareholders will be held as soon as practicable following the conclusion of the previously disclosed investigation into certain related party transactions and related matters that are the subject of pending litigation involving the Company and the Company’s directors, and the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. June 24, 2022 has been established as the record date for the Special Meeting and the Company currently expects to send out the formal notice of the Special Meeting on or about June 28, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01.
Financial Statements and Exhibits.
Set forth below is a list of the exhibits to this Current Report on Form 8-K:
Cover Page Interactive Data File (embedded within the Inline XBRL document).
Important Additional Information
The Company intends to file an information statement with the Securities and Exchange Commission (the “SEC”) in connection with the Special Meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH INFORMATION STATEMENT 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 SPECIAL MEETING.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “believe,” “expect,” “plans,” “intends,” “may,” “strategy,” “target,” “goals,” “anticipate”. These statements are subject to certain risks, uncertainties, and other factors, which could cause actual results to differ materially from those anticipated. Such risks include those contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and other documents the Company files with the SEC. These risks are not comprehensive and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Any forward-looking statements made by the Company speak only as of the date on which they are made. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise.
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.
