UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

Commission File Number: 000-17007

CUSIP Number: 760416107

NOTIFICATION OF LATE FILING

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Republic First Bancorp, Inc.

Full Name of Registrant

Former Name if Applicable

50 South 16th Street, Suite 2400

Address of Principal Executive Office (Street and Number)

Philadelphia, Pennsylvania 19102

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

As previously reported on Forms 8-K filed by the Registrant on April 1, 2022 and May 10, 2022, the Audit Committee of the Registrant’s board of directors has engaged Wilmer Cutler Pickering Hale and Dorr LLP to advise it and conduct an independent review concerning related party transactions, certain of the Registrant’s controls, and any associated financial statement and disclosure implications. The review is being undertaken in connection with the audit of the Registrant’s financial statements as of and for the year ended December 31, 2021. As a result, the Registrant has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2021 or its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and does not expect to file such Reports until the review is completed.

Safe Harbor Statement

This notice contains certain forward-looking statements” relating to the business of the Company and its subsidiary companies.  All statements, other than statements of historical fact included herein are forward-looking statements” including statements regarding: the timing, duration and outcome of its work in connection with restating certain financial statements; the Company's business and operations; business strategy, plans, and objectives of the Company and its subsidiaries; and any other statements of non-historical information.  These forward-looking statements are often identified by the use of forward-looking terminology such as believes,” expects” or similar expressions and involve known and unknown risks and uncertainties.  Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect.  Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this filing.  The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.  For additional information and risk factors that could affect the Company, see its filings with the Securities and Exchange Commission. The information contained in this filing is made as of the date hereof, even if subsequently made available by the Company on its website or otherwise.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒No     ☐   Yes

As previously disclosed, the Registrant has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2021.

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ No     ☐   Yes

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.