Announcement • Aug 28
Republic First Bancorp, Inc. Filed for Bankruptcy Republic First Bancorp, Inc. filed a voluntary petition for reorganization under Chapter 11 in the US Bankruptcy Court for the Eastern District of Pennsylvania on August 27, 2024. The debtor listed both its assets and liabilities in the range of $1 million to $10 million. The debtor is represented by Albert Anthony Ciardi, III of Ciardi Ciardi & Astin as its legal counsel. Announcement • Apr 30
Republic First Bancorp Files Form 15 Republic First Bancorp, Inc. has announced that it has filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its Common Stock, under the Securities Exchange Act of 1934, as amended. The par value of the company's Common Stock, was $0.01 per share. Announcement • Oct 31
Republic First Bancorp, Inc. Announces Director Changes Republic First Bancorp, Inc. 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. 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. Announcement • Oct 13
Nasdaq to Delist the Common Stock of Republic First Bancorp Nasdaq announced that it will delist the common stock of Republic First Bancorp, Inc. The company's securities were suspended on August 23, 2023, and have not traded on Nasdaq since that time. Announcement • Sep 28
Republic First Bancorp, Inc. announced that it expects to receive $75 million in funding Republic First Bancorp, Inc. announced that it has signed a non-binding Letter of Intent for the gross proceeds of $75 million on September 27, 2023. The transaction will include participation from Norcross Braca Group for $35 million and third-party investors for $40 million. Pursuant to the LOI, upon the execution of a definitive agreement for the capital raise, Norcross Braca Group will dismiss all litigation against the company and cease its proxy solicitation efforts. Upon the consummation of the capital raise, the company will pay certain fees and expenses of the Norcross Braca Group and assume certain investment banking and legal expenses. 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. Announcement • Sep 13
George E. Norcross Issues a Press Release Confirming His Support to Republic First Bancorp On September 11, 2023, George E. Norcross issued a press release confirming that he supports Republic First Bancorp, Inc.’s ongoing efforts to raise additional capital. George E. Norcross stated that he remains actively engaged with the Company and other parties on capital raising solutions, including conversations with another financial institution about a potential transaction. George E. Norcross also stated that he has paused his litigation efforts against the Company, and he is focused on helping the Company reach a transaction that provides additional capital. George E. Norcross added that he has filed a preliminary proxy statement accompanied by a George E. Norcross’ proxy card with the Securities and Exchange Commission in support of the election of Gregory B. Braca, Mary Pat Christie, and Daniel J. Hilferty to the board of directors of the Company to occur at the 2022 annual meeting of shareholders scheduled for October 5, 2023. Announcement • Aug 31
George E. Norcross Provides Information to Shareholders of Republic First Bancorp On August 29, 2023, George E. Norcross announced that he is participating in discussions with Republic First Bancorp, Inc. and others with regard to a direct equity investment and a broader capital raising transaction, where the investment could potentially be in connection with a broader transaction involving the Company. George E. Norcross stated that although discussions are still in preliminary, exploratory stages, he expects that such a transaction could provide for the resolution of pending litigation involving the Company and members of the Group and George E. Norcross’ proxy solicitation efforts. Announcement • Aug 23
Republic First Bancorp Provides Update on Listing Status Republic First Bancorp, Inc. announced that it has been notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC that, as of the opening of business on August 23, 2023, the Company’s common stock will no longer be listed on the exchange because the Company has not yet filed its Annual Report on Form 10-K with the Securities and Exchange Commission for fiscal year 2022. The Company expects its common stock to promptly begin trading on the OTC marketplace, enabling investors to continue to access accurate information, including stock price quotes, and execute trades. Republic’s Board of Directors and new executive team have been working with the Company’s auditor and outside advisors to complete and file all delayed reports as soon as practicable. Republic’s audit and financial filings have been delayed, in part, by the former executive team’s failure to maintain adequate internal controls and related to a systems conversion implemented in June 2022. Consequently, the audit process that new management and the Company’s external advisors had to undertake has been extensive and time-consuming. The Company may apply to list on a major exchange after it files all delayed reports and meets other listing requirements. The new management team remains focused on implementing Republic's strategic plan, which includes a renewed emphasis on core banking services, strengthening franchise value in its highly attractive Metropolitan Philadelphia and Southern New Jersey markets and improving operational efficiencies. Announcement • Aug 18
Republic First Bancorp Receives Compliance Notice and New Notice of Non-Compliance from Nasdaq Republic First Bancorp, Inc. announced that, as anticipated, on August 11, 2023, The Nasdaq Stock Market LLC (‘Nasdaq’) notified the Company that because the Company’s Form 10-Q for the three months ended June 30, 2023 (the ‘Form 10-Q’) was not timely filed with the Securities and Exchange Commission (the ‘SEC’), the Company did not satisfy Nasdaq Listing Rule 5250(c)(1) (the ‘Filing Requirement’) and that the Nasdaq Hearings Panel (the ‘Panel’) would consider the additional deficiency in its deliberations regarding the Company’s continued listing. The Company intends to present its plan to file the Form 10-Q with the SEC and thereby evidence full compliance with the Filing Requirement for the Panel’s review. Announcement • Aug 11
George E. Norcross Files Preliminary Proxy Statement With SEC On August 10, 2023, George E. Norcross, Gregory B. Braca, and Philip A. Norcross have filed a preliminary proxy statement nominating 3 people to stand for election to the board of Republic First Bancorp, Inc. at the Company’s 2022 annual meeting of shareholders scheduled for October 5, 2023. George E. Norcross stated that Gregory B. Braca will stand for election along with Daniel J. Hilferty and Mary Pat Christie as announced previously. George E. Norcross added that he is running to replace current directors Peter B. Bartholow and Benjamin C. Duster and fill a newly created seat. New Risk • Aug 11
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 11% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risk Earnings are forecast to decline by an average of 88% per year for the foreseeable future. Minor Risks Share price has been volatile over the past 3 months (13% average weekly change). Profit margins are more than 30% lower than last year (9.0% net profit margin). Shareholders have been diluted in the past year (11% increase in shares outstanding). Market cap is less than US$100m (US$58.2m market cap). Buying Opportunity • Aug 09
Now 23% undervalued after recent price drop Over the last 90 days, the stock is down 3.9%. The fair value is estimated to be US$1.06, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has grown by 19% over the last 3 years. Earnings per share has grown by 87%. Revenue is forecast to decline by 31% in 2 years. Earnings is forecast to decline by 195% in the next 2 years. Announcement • Jul 26
George E. Norcross Issues a Letter to Shareholders of Republic First Bancorp On July 24, 2023, George E. Norcross, Gregory B. Braca, Philip A. Norcross, Alessandra T. Norcross, and Alexander S. Norcross issued a press release announcing that in their July 17, 2023 letter to shareholders of Republic First Bancorp, Inc., newly promoted Board Chair Andrew B. Cohen and President and CEO Thomas X. Geisel blame ‘the prior executive team’s mistakes and lack of Board oversight’ for what ‘has been an extremely disappointing few years for all shareholders’ despite Andrew B. Cohen’s service on the Board since 2017, a period shareholders saw the Company’s share price drop to all-time lows amid a steady stream of revelations about mismanagement, dysfunction and staff and service cutbacks. Simultaneously, the Company also announced the termination of an agreement with Andrew B. Cohen and others to pursue a badly needed capital raise for the Company. Announcement • Jul 22
Republic First Bancorp, Inc. Announces Appointment of Linda Sanchez as Executive Vice President and Chief People Officer Republic First Bancorp, Inc. announced Appointment of - Linda Sanchez as Executive Vice President and Chief People - Officer effective July 17, 2023. Ms. Sanchez brings more than 25 years of experience in human resources, administration, and operations across the financial and professional services sectors. She will report directly to Thomas X. Geisel, President and CEO. As CPO, Ms. Sanchez will oversee the financial and strategic aspects of human capital planning, as well astalent acquisition and retention, training and development, corporate benefits, and compensation. She will also spearhead Republic Banks Diversity, Equity &Inclusion (DEI) efforts, continuing its culture of inclusivity and reinforcing the Bank's commitment to an environment where everyone can thrive and succeed. Ms. Sanchez has built a strong reputation for instituting effective human resources strategies, including in her most recent role as Chief People Officer at Diversified Search Group. Prior to this role, she held the position of Chief Human Resources Officer at The Bryn Mawr Trust Company where she effectively created and implemented a DEI program for the benefit of all the companys employees as well as its other key stakeholders. Ms. Sanchez has also served in executive roles at other reputable financial groups throughout her career. She received a B.S. is Human Development and Family Studies from Pennsylvania State University and holds several other professional certifications. She actively participates in various non-profit boards and other professional affiliations. Announcement • Jun 27
Republic First Bancorp, Inc. Announces Executive Changes Republic First Bancorp, Inc. announced the appointments of Sandra C. Pintor as Senior Vice President and Corporate Controller, effective June 12, 2023, and Emanuel Ball as Senior Vice President and Facilities Director, effective May 1, 2023. In her new role, Ms. Pintor will lead accounting operations and regulatory reporting, focusing on enahancing internal controls and process improvements. She will report to Senior Vice President and Chief Accounting Officer, Mike LaPlante and will work closely with Republic Bank's leadership to develop and implement initiatives that are aligned with the Bank's long-term financial goals and strategy. In his new role, Mr. Ball will focus on scaling operational efficiencies including cost reduction strategies in procurement, while overseeing facilities and real estate, as well as several diversity, equity and inclusion initiatives. Mr. Ball brings more than 25 years of experience in real estate and facilities management roles, many of which were within the banking industry. He has demonstrated strong leadership skills as well as a commitment to fostering inclusion across the board. He will also report to Executive Vice President and Chief Financial Officer Michael Harrington. The additions of both Ms. Pintor and Mr. Ball are a testament to the Bank's ability to attract and retain talent that will contribute Republic Bank's pursuit of profitable. These appointments represent another instance of Republic Bank's commitment to executing a new strategy focused on enhanced value creation for stockholders and stakeholders. Announcement • Jun 25
Republic First Bancorp, Inc.(NasdaqGM:FRBK) dropped from Russell 2000 Dynamic Index Republic First Bancorp, Inc.(NasdaqGM:FRBK) dropped from Russell 2000 Dynamic Index Announcement • Jun 22
Republic First Bancorp Names Brian F. Doran as Executive Vice President and General Counsel Republic First Bancorp, Inc. announced that Brian F. Doran, Esq. has been appointed as executive vice president and general counsel, effective June 20, 2023. In his new role, Doran will lead legal and corporate governance initiatives while providing operational and strategic support to the organisation. He will also oversee areas that include litigation matters, insurance, and policy and procedure development. He will report to Thomas X. Geisel, president and CEO. Doran, who has considerable experience in the financial services industry that includes relevant legal and corporate governance roles at top institutions, was most recently executive vice president, general counsel and corporate secretary as well as and chief administrative officer at Investors Bancorp, Inc. Before Investors Bancorp, Doran held senior legal and business positions at Banco Popular North America for 16 years. Valuation Update With 7 Day Price Move • Jun 05
Investor sentiment deteriorates as stock falls 22% After last week's 22% share price decline to US$1.15, the stock trades at a trailing P/E ratio of 5x. Average forward P/E is 8x in the Banks industry in the US. Total loss to shareholders of 61% over the past three years. Simply Wall St's valuation model estimates the intrinsic value at US$0.60 per share. Announcement • May 31
Republic First Bancorp, Inc. Announces Board Changes, Effective June 1, 2023 Republic First Bancorp, Inc. announced that Andrew B. Cohen has been elected independent Chairman of the Company's Board of Directors, effective June 1, 2023. Mr. Cohen is the Chief Investment Officer and Co- Founder of Cohen Private Ventures LLC, a long-term shareholder of Republic. He joined the Board in 2017.Mr. Cohen possesses strong capital markets acumen, corporate governance experience, and institutional knowledge of Republic and the broader banking sector. In addition, he brings the perspectives of a sizable shareholder to the chairmanship. The Board determined that Mr. Cohen was the right independent director to assume the chairmanship as Republic navigates a once-in-a-generation sector dislocation, strengthens its governance and takes strategic actions to transform the Bank. With the election of Mr. Cohen, Harry D. Madonna has stepped down as Chairman. Mr. Madonna, who founded Republic in 1988 and led the organization to many years of growth, will continue to serve as a director. The Board wants to take the opportunity to thank Mr. Madonna for his years of leadership and ongoing service to the Company's customers, employees, community partners and shareholders. Announcement • May 26
George A. Norcross Calls on Republic First Bancorp to Eliminate Director Perks and Compensation to Preserve Capital On May 24, 2023, George A. Norcross, Gregory B. Braca, and Philip A. Norcross announced that they have wrote to Republic First Bancorp, Inc. questioning why the Company abruptly announced it has decided to suspend the capital raise with Castle Creek Capital and Cohen Private Ventures announced just 2 months ago. George A. Norcross expressed his view that the Company’s statement that the $125 million capital raise, which was pegged at $2.25 a share, was unneeded and somehow dilutive is nonsensical as the Company’s share price closed at just $1.02 on the day the announcement was made and came shortly after the Company suspended payment on subordinated debt and preferred securities to conserve capital. George A. Norcross added that he has called on the Company to immediately eliminate director perks and compensation to preserve capital. Announcement • May 18
Republic First Bancorp Receives Compliance Notice and New Notice of Non-Compliance from Nasdaq Republic First Bancorp, Inc., the holding company for Republic First Bank d/b/a Republic Bank, announced that, as anticipated, on May 12, 2023, The Nasdaq Stock Market LLC (‘Nasdaq’) notified the Company that because the Company’s Form 10-Q for the three months ended March 31, 2023 (the ‘Form 10-Q’) was not timely filed with the Securities and Exchange Commission (the ‘SEC’), the Company did not satisfy Nasdaq Listing Rule 5250(c)(1) (the ‘Filing Requirement’) and that the Nasdaq Hearings Panel (the ‘Panel’) would consider the additional deficiency in its deliberations regarding the Company’s continued listing. The Company previously presented for the Panel’s review the Company’s plan to file the Form 10-Q with the SEC by June 30, 2023 and thereby evidence full compliance with the Filing Requirement. Valuation Update With 7 Day Price Move • May 16
Investor sentiment improves as stock rises 34% After last week's 34% share price gain to US$1.02, the stock trades at a trailing P/E ratio of 4.4x. Average forward P/E is 7x in the Banks industry in the US. Total loss to shareholders of 54% over the past three years. Simply Wall St's valuation model estimates the intrinsic value at US$0.60 per share. Price Target Changed • May 06
Price target increased by 14% to US$4.00 Up from US$3.50, the current price target is provided by 1 analyst. New target price is 471% above last closing price of US$0.70. Stock is down 83% over the past year. The company is forecast to post earnings per share of US$0.43 for next year compared to US$0.37 last year. Major Estimate Revision • May 06
Consensus revenue estimates decrease by 20% The consensus outlook for fiscal year 2023 has been updated. 2023 revenue forecast fell from US$196.0m to US$156.0m. EPS estimate unchanged from US$0.50 per share at last update. Banks industry in the US expected to see average net income decline 5.9% next year. Consensus price target of US$4.00 unchanged from last update. Share price fell 43% to US$0.70 over the past week. Buying Opportunity • May 04
Now 23% undervalued after recent price drop Over the last 90 days, the stock is down 70%. The fair value is estimated to be US$0.91, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has grown by 19% over the last 3 years. Earnings per share has grown by 87%. Revenue is forecast to grow by 0.9% in 2 years. Earnings is forecast to grow by 212% in the next 2 years. Valuation Update With 7 Day Price Move • May 01
Investor sentiment deteriorates as stock falls 17% After last week's 17% share price decline to US$1.09, the stock trades at a forward P/E ratio of 3x. Average forward P/E is 8x in the Banks industry in the US. Total loss to shareholders of 55% over the past three years. Simply Wall St's valuation model estimates the intrinsic value at US$0.92 per share. Valuation Update With 7 Day Price Move • Apr 10
Investor sentiment deteriorates as stock falls 19% After last week's 19% share price decline to US$1.30, the stock trades at a forward P/E ratio of 3x. Average forward P/E is 8x in the Banks industry in the US. Total loss to shareholders of 39% over the past three years. Simply Wall St's valuation model estimates the intrinsic value at US$0.92 per share. Valuation Update With 7 Day Price Move • Mar 22
Investor sentiment deteriorates as stock falls 20% After last week's 20% share price decline to US$1.27, the stock trades at a forward P/E ratio of 3x. Average forward P/E is 8x in the Banks industry in the US. Total loss to shareholders of 41% over the past three years. Simply Wall St's valuation model estimates the intrinsic value at US$0.92 per share. Reported Earnings • Mar 16
Third quarter 2022 earnings: EPS and revenues miss analyst expectations Third quarter 2022 results: EPS: US$0.01 (down from US$0.089 in 3Q 2021). Revenue: US$39.7m (up 5.0% from 3Q 2021). Net income: US$909.0k (down 83% from 3Q 2021). Profit margin: 2.3% (down from 14% in 3Q 2021). The decrease in margin was driven by higher expenses. Revenue missed analyst estimates by 5.5%. Earnings per share (EPS) also missed analyst estimates by 91%. Revenue is forecast to grow 12% p.a. on average during the next 3 years, compared to a 6.6% growth forecast for the Banks industry in the US. Over the last 3 years on average, earnings per share has increased by 87% per year but the company’s share price has fallen by 9% per year, which means it is significantly lagging earnings. Announcement • Jan 28
George E. Norcross Provides Information to Shareholders of Republic First Bancorp On January 27, 2023, George E. Norcross announced that Republic First Bancorp, Inc. held a 5-minute ‘annual shareholder meeting’ despite not meeting the legal requirements to do so. George E. Norcross stated that the sham meeting came less than 48-hours after Philadelphia Court of Common Pleas Judge Ramy Djerassi barred the Company from trying to fill any slots on its board of directors until at least May 31, 2023. George E. Norcross added that the Company has not had an annual meeting since April 27, 2021. Announcement • Jan 21
Republic First Bancorp, Inc. Appoints Michael LaPlante as Senior Vice President, Chief Accounting Officer Republic First Bancorp, Inc. announced the appointment of MichaelLaPlante as Senior Vice President, Chief Accounting Officer, effective January 17, 2023. Mr. LaPlante will be an integral leader on the finance team overseeing the Company's accounting functions, and will report directly to Chief Financial Officer, Michael Harrington. Mr. LaPlante has more than 25 years of experience leading financial and regulatory reporting, accounting operations and financial planning and analysis teams (‘FP&A’). Prior to joining the Company, Mr. LaPlante served as SVP, Chief Accounting Officer & Corporate Controller at Bryn Mawr Trust, where he led the $20+ billion merger efforts during the transition to WSFS Bank for Accounting, Reporting, FP&A and Treasury functions. Prior to his tenure at Bryn Mawr Trust, Mr. LaPlante held various senior positions at The Bank of Princeton, Deloitte, First National Bank of Chester County and Sun Bancorp. Mr. LaPlante is a licensed Certified Public Accountant, and earned his Bachelor of Business Administration degree in Accounting from Philadelphia-based Temple University. Major Estimate Revision • Jan 10
Consensus forecasts updated The consensus outlook for 2022 has been updated. 2022 EPS estimate increased from US$0.33 to US$0.43. Revenue forecast unchanged at US$178.5m. Net income forecast to grow 76% next year vs 12% growth forecast for Banks industry in the US. Consensus price target of US$3.50 unchanged from last update. Share price rose 14% to US$2.42 over the past week. Announcement • Jan 10
Republic First Bancorp, Inc. Receives Notice of Non-Compliance from Nasdaq Republic First Bancorp, Inc. announced that on January 3, 2023, the Company received written notification from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with Listing Rule 5620(a) (the “Rule”), which requires the Company to hold an annual meeting of shareholders no later than one year after the end of the Company’s fiscal year-end for continued listing on The Nasdaq Global Market. 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 Nasdaq that a Nasdaq Hearings Panel (the “Panel”) had granted the Company’s request for an extension until December 30, 2022 (which was subsequently extended to January 15, 2023) to file its delinquent Quarterly Reports on Form 10-Q with the Commission, with specified deadlines for each of the reports. Nasdaq notified the Company that the Panel will consider its non-compliance with the Rule in their decision regarding the Company’s continued listing on The Nasdaq Global Market. Additionally, the Company must present its views with respect to its non-compliance with the Rule to the Panel in writing no later than January 10, 2023. The Company plans to request an extension to comply with the Rule. If the Panel does not grant an extension to comply with the Rule, the common stock of the Company will be subject to delisting on The Nasdaq Global Market. Valuation Update With 7 Day Price Move • Dec 20
Investor sentiment deteriorated over the past week After last week's 17% share price decline to US$2.16, the stock trades at a forward P/E ratio of 6x. Average forward P/E is 9x in the Banks industry in the US. Total loss to shareholders of 46% over the past three years. Announcement • Dec 10
George E. Norcross Provides Information to the Shareholders On December 9, 2022, Raymond James & Associates, Inc. submitted an updated non-binding proposal to Republic First Bancorp, Inc’s financial advisors, Keefe, Bruyette & Woods, Inc., on behalf of the Reporting Persons’ (George E. Norcross, III, Gregory B. Braca and Philip A. Norcross) (the Updated Term Sheet). The Updated Term Sheet sets forth certain key terms of the Reporting Persons’ proposal to make a direct investment of $75,000,000 through the purchase of newly issued non-voting preferred shares of the Company. The Updated Term Sheet also sets forth certain governance arrangements, including that upon executing a transaction agreement, the Reporting Persons will have the right to nominate three directors to the board of directors of the Company and Republic First Bank and the Board will appoint Gregory B. Braca, effective upon receipt of any required regulatory approvals, as the Company’s Chief Executive Officer. Announcement • Nov 21
Republic First Bancorp, Inc. Receives Notice of Additional Filing Delinquency from Nasdaq Republic First Bancorp, Inc. announced that on November 14, 2022, the Company received written notification that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 with the Securities and Exchange Commission (the “Commission”), the Company does not comply with the continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all periodic reports with the Commission. As reported by the Company in its Current Report on Form 8-K, filed with the Commission on November 10, 2022, the Company received formal notice from 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 delinquent reports. On October 26, 2022, the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 with the Commission. Additionally, on November 18, 2022, the Company filed its Quarterly Report on Form 10-Q for the three months ended March 31, 2022 with the Commission. The Company continues to take steps to evidence compliance with the Rule within the timeframe required by the Panel. The Company intends to submit its remaining delinquent Quarterly Reports on Form 10-Q with the Commission as soon as practicable and within the timeframes required by the Panel. Reported Earnings • Nov 19
First quarter 2022 earnings released: EPS: US$0.09 (vs US$0.10 in 1Q 2021) First quarter 2022 results: EPS: US$0.09 (down from US$0.10 in 1Q 2021). Revenue: US$39.9m (up 3.0% from 1Q 2021). Net income: US$5.25m (down 15% from 1Q 2021). Profit margin: 13% (down from 16% in 1Q 2021). The decrease in margin was driven by higher expenses. Revenue is forecast to grow 12% p.a. on average during the next 3 years, compared to a 6.1% growth forecast for the Banks industry in the US. Over the last 3 years on average, earnings per share has increased by 80% per year but the company’s share price has fallen by 12% per year, which means it is significantly lagging earnings. Price Target Changed • Nov 16
Price target decreased to US$3.50 Down from US$4.25, the current price target is an average from 2 analysts. New target price is 32% above last closing price of US$2.65. The company is forecast to post earnings per share of US$0.33 for next year compared to US$0.37 last year. Announcement • Nov 08
George E. Norcross delivers a Letter to Republic First Bancorp, Inc On November 4, 2022, George E. Norcross delivered a letter to the Board of Republic First Bancorp, Inc calling for the immediate resignation of Harry Madonna (both as Interim Chief Executive Officer and Chairman of the Board). Announcement • Nov 05
Republic First Bancorp, Inc., Annual General Meeting, Jan 26, 2023 Republic First Bancorp, Inc., Annual General Meeting, Jan 26, 2023. Announcement • Nov 03
George E. Norcross Delivers a Letter to the Board of Republic First Bancorp On November 2, 2022, George E. Norcross announced that the abrupt, unanticipated departure of the Chief Financial Officer of Republic First Bancorp, Inc without explanation or clarity is even more troubling when reviewing the Company’s most recent Call Report, which again disclosed continuing serious and fundamental questions about the integrity of the Company’s financial reporting systems. In particular, a specific entry on the Call Report indicated the bank incurred a $4.7 million “accounting error charge restatement”. George E. Norcross stated that there is no information or explanation from the Company regarding this material financial charge in a filing with the Securities and Exchange Commission or otherwise. Even if an explanation could normally await the Company’s next quarterly filing, as we all know, the Company has still not yet filed long overdue quarterly reports, so the investment community is again left asking questions about the nature of this charge, the parties responsible and the abrupt departure of the Chief Financial Officer. In addition, George E. Norcross expressed that again, he demanded the Company to provide immediate disclosure and transparency to the investment community on all these items, as these issues raise troubling concerns about the financial integrity of the Company’s operations, senior management and Board oversight or the lack thereof during these critical times. Announcement • Oct 29
Republic First Bancorp, Inc. Announces CFO Changes On October 24, 2022, Frank A. Cavallaro provided written notice to Republic First Bancorp (the “Company”) of his resignation as the Chief Financial Officer of the Company. On and effective as of October 28, 2022, Jonathan D. Hill was appointed Interim Chief Financial Officer of the Company. Announcement • Oct 28
Philip A. Norcross Threatens Republic First Bancorp with Legal Actions On October 25, 2022, Philip A. Norcross announced that he has submitted a demand to Republic First Bancorp, Inc. to inspect the books and records of the Company made pursuant to Section 1508 of the Pennsylvania Business Corporation Law. Philip A. Norcross added that as stated in the Books and Records Demand, the purpose of making such demand is to allow Philip A. Norcross to communicate with fellow shareholders of the Company and to determine whether the Board properly discharged its duties. Announcement • Oct 26
Republic First Bancorp, Inc. Promotes Steve McWilliams to Executive Vice President, Chief Lending Officer Republic First Bancorp, Inc. promoted Steve McWilliams to executive vice president, chief lending officer. Mr. McWilliams has spent over 30 years in the banking industry, previously serving as Republic Bank’s Market President for Philadelphia Metro for the last two years and 12 years as a Senior Lender. The last two years he was responsible for the growth of Republic’s presence in New York City. Steve was an integral part of the bank’s commercial loan growth since his arrival in 2009. Since that period, commercial loans have grown $1.2B or 186%. Prior to joining Republic Bank, Steve worked as a Regional Vice President in various markets for Commerce Bank for eight years. McWilliams is a lifelong Philadelphian, born and raised in Upper Darby. Mr. McWilliams has also contributed to the community with his leadership on the boards at Philadelphia Museum of Art, the Main Line Chamber of Commerce and John Hallahan High School as well as serving the Montgomery Township Police Pension Fund. Steve obtained an undergraduate degree from West Chester University and a Master’s degree from Drexel University. Announcement • Oct 22
George E. Norcross Demands to Investigate and Bring Claims Against Certain Officers and Directors of Republic First On October 20, 2022, George E. Norcross, III, Gregory B. Braca and Philip A. Norcross submitted a shareholder demand to Republic First Bancorp, Inc. that the Board of the Company appoint a special committee of independent, disinterested directors to investigate and, if appropriate, take remedial action for breaches of fiduciary duty, corporate waste, unjust enrichment and other misconduct committed by the current Board and all officers and employees of the Company who participated in the misconduct, and to pursue all appropriate claims against all culpable parties for damages suffered by the Company as a result of the misconduct of the current officers and directors of the Company. Announcement • Oct 06
Republic First Bancorp, Inc. Receives Anticipated Nasdaq Notice of Delisting; Plans to Appeal Determination Republic First Bancorp, Inc. announced that on September 29, 2022, the Company was notified by the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") that, based upon the Company's continued non-compliance with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1), the Company's securities were subject to delisting unless the Company requests a hearing before the Nasdaq Hearings Panel (the "Panel"). The Company intends to request a hearing, which will stay any further action by the Staff, and to request a further stay of any suspension action by the Panel pending the ultimate conclusion of the hearing process. At the hearing, the Company will present its plan to regain compliance with the filing requirement and request an extension of time to do so. In accordance with the Staff's earlier determination in this matter, the Company was required to file its Annual Report on Form 10-K for the year ended December 31, 2021 (the "Annual Report") and Quarterly Reports on Forms 10-Q for the periods ended March 31, 2022, and June 30, 2022 (the "Quarterly Reports") by September 27, 2022. This date constituted the full extent of the Staff's discretion in this matter and, as such, the Staff was required to issue the listing determination. The Company expects to file the Reports in the fourth quarter of 2022. The Company is currently conducting its review of and procedures with respect to the Reports and associated financial statements. Although the Company is working diligently to file these Reports as soon as possible, there can be no assurance that such Reports will be filed in the fourth quarter of 2022 or before any hearing before the Nasdaq Hearings Panel, or that the Nasdaq Hearings Panel will grant the Company's planned request for a stay pending the hearing. If the Company's planned appeal is denied or it fails to timely regain compliance with Nasdaq's continued listing standards, the common stock of the Company will be subject to delisting on The Nasdaq Global Market. Announcement • Oct 05
Republic First Bancorp, Inc. Announces Appoints Peter B. Bartholow to the Company's Board of Directors Republic First Bancorp, Inc. announced that the Company appointed Peter B. Bartholow to the Company's Board of Directors with a term expiring at the Company's 2022 Annual Meeting of Shareholders. The Company will also include Mr. Bartholow on its slate of candidates standing for election at the 2022 Annual Meeting. Mr. Bartholow is the former Chief Financial Officer and Chief Operations Officer and board member of Texas Capital Bancshares, Inc. With Mr. Bartholow's addition, one third of the directors on the Board will have joined the Board within the past three months and two thirds of the directors will have joined within the past six years. Announcement • Sep 28
Republic First Bancorp Announces Resignation of Brian Tierney from the Board Brian Tierney has resigned from the board of Republic First Bancorp, while the new leadership of the embattled Philadelphia-based bank fends off criticism from two activist investors. Announcement • Sep 24
Republic First Bancorp, Inc. Announces Resignation of Brian P. Tierney as Member of the Board Republic First Bancorp, Inc. announced that on September 19, 2022, Brian P. Tierney, a member of the Board of Directors of the company provided written notice to the company of his resignation as a member of the Board, effective immediately. Mr. Tierney’s resignation from the Board did not result from any disagreement with the Company known to the Board or an executive officer of the Company. Announcement • Sep 23
George E. Norcross Discloses his Views on Republic First Bancorp On September 22, 2022, George E. Norcross delivered a letter to the Board of Republic First Bancorp, Inc. expressing his concerns regarding the current state of the Company and specifically the inaction, lack of transparency and apparent self-enrichment by a certain member of the Board that threatens the Company, its shareholders and its other constituencies. Announcement • Sep 22
Vernon Hill Sues Republic First and 3 Board Members for Defamation, Breach of Contract Vernon Hill and ally Barry Spevak have filed a lawsuit claiming defamation, false light and breach of contract against Republic First Bancorp and three of its board members over actions that led to Hill's ouster as the Philadelphia bank's chairman and CEO this summer. The complaint filed Monday in the Philadelphia Court of Common Pleas by Hill's attorneys, Carolyn Short and Valerie Brown of Holland & Knight, levels defamation and false light claims against board members Lisa Jacobs and Harris Wildstein and interim chairman and CEO Harry Madonna and a breach of contract claim against the bank itself. Hill is seeking $2.5 million as a result of the alleged breach of his contract - something they said he would do when he resigned in July. He also wants to be reimbursed for the costs of filing the lawsuit. Hill and Spevak are seeking unspecified compensatory and punitive damages from Madonna and the two other board members for defamation and false light. At the center of the defamation case is a March 4 letter by a faction of the Republic First board led by Madonna and including Jacobs, Wildstein and ally Andrew Cohen - an executive at the family office of hedge fund billionaire and New York Mets owner Steven Cohen (no relation). Neither Cohen was named in the lawsuit. The lawsuit notes that Jacobs, a partner and transactional lawyer at Stradley Ronon Stevens & Young, represents Madonna's family trust and remains aligned with him "in order to preserve their attorney-client economic relationship. The lawsuit claims the Madonna faction "intentionally kneecapped the management and Board functions" at Republic First and "made defamatory and knowingly false public accusations of misconduct against the plaintiffs [who were up for re-election to the board] that violate federal proxy solicitation rules, and have hindered FRBK's ability to defend against coordinated lawsuits initiated by Driver Management Co. and George Norcross - both of which were occasioned on the Madonna faction's false statements". Announcement • Jul 15
Republic First Bancorp, Inc. Announces Governance Changes Republic First Bancorp, Inc. announced several corporate governance changes as the Company and its Board of Directors (the “Board”) seek to maximize shareholder value. Harry D. Madonna, Esq., Republic Bank’s founder, has been appointed Interim Chairman of the Board. Lisa R. Jacobs, Esq. has been appointed Corporate Secretary of the Company, the position from which Mr. Madonna resigned in connection with his appointment to Interim Chairman. Benjamin C. Duster, IV has been appointed Chair of the Audit Committee of the Board. The Board has reconstituted the composition of the Audit, Nominating and Compensation Committees of the Board, and the Asset Liability and Compliance and Risk Management Committees of the Bank. Announcement • Jun 25
Republic First Bancorp, Inc. Announces Demise of Theodore J. Flocco, Jr., an Independent Director and Member of the Company’S Audit Committee On June 21, 2022, Republic First Bancorp, Inc. (the “Company”) received notice from The NASDAQ Stock Market (“Nasdaq”) that, as a result of the death of Theodore J. Flocco, Jr., an independent director and member of the Company’s Audit Committee, the Company does not comply with the continued listing requirements under Nasdaq Listing Rule 5605(c)(2), which requires Nasdaq-listed companies to have a minimum of three members and be comprised solely of independent directors. Announcement • Jun 24
Republic First Bancorp Receives Non-Compliance Notice from Nasdaq on Demise of Theodore J. Flocco, Jr On June 21, 2022, Republic First Bancorp, Inc. (the "Company") received notice from The NASDAQ Stock Market ("Nasdaq") that, as a result of the death of Theodore J. Flocco, Jr., an independent director and member of the Company's Audit Committee, the Company does not comply with the continued listing requirements under Nasdaq Listing Rule 5605(c)(2), which requires Nasdaq-listed companies to have a minimum of three members and be comprised solely of independent directors. Consistent with Nasdaq Listing Rule 5605(c)(4), the Nasdaq notice provides that Nasdaq will provide the Company a cure period in order to regain compliance as follows (the "Cure Period"): until the earlier of the Company's next annual shareholders' meeting or May 11, 2023; or if the next annual shareholders' meeting is held before November 7, 2022, then the Company must evidence compliance no later than November 7, 2022. The Company is engaged in efforts to regain compliance with the majority independent board requirement set forth in Nasdaq Listing Rule 5605 and plans to regain compliance within the Cure Period provided by Nasdaq. Announcement • Jun 14
George E Norcross Provides Information to Shareholders of Republic First Bancorp Inc On June 13, 2022, George E Norcross commented on Judge Diamond’s diamonds order regarding appointment of Putnam as Custodian of the Company and stated its discussions with the Company regarding filing of financial reports during last 2 financial years and investment alternatives. Announcement • Jun 10
Driver Management Provides Information to the Shareholders On June 9, 2022, Driver Management Company LLC announced that it is seeking shareholders support at the Special Meeting to elect its nominee to fill an existing vacancy on the Board. Driver Management stated that a shareholder group consisting of George E. Norcross III, the Avery Connor Trust, Phillip A. Norcross, Susan D. Hudson, Geoffrey B. Hudson, Rose M. Guida and Gregory B. Braca (together the Norcross Group) has announced its intention to nominate a candidate for election at the Special Meeting and other shareholders may also nominate candidates for election at the Special Meeting. In addition, Driver Management urged the shareholders to carefully consider the information contained in the attached proxy statement and then support its efforts by signing, dating and returning the enclosed its proxy card. Announcement • Jun 07
Driver Management Company LLC Provides Information to Shareholders of Republic First Bancorp Inc On June 6, 2022, Driver Management Company LLC announced that it was revoking any proxies previously provided for the 2022 annual meeting of shareholders of the Company considering the delayed annual meeting and the upcoming special election of shareholders of the Issuer for the election of a director to replace the late Theodore J. Flocco, Jr. on the Company board. Announcement • May 20
Republic First Bancorp Receives Non-Compliance Notice from Nasdaq On May 13, 2022, Republic First Bancorp, Inc. (the Company") received notice from The NASDAQ Stock Market (Nasdaq") that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the year ended March31, 2022 (the 10-Q") with the Securities and Exchange Commission (the Commission"), the Company does not comply with the continued listing requirements under Nasdaq Listing Rule 5250(c)(1), which requires Nasdaq-listed companies to timely file all periodic reports with the Commission. As previously reported by the Company in its Notification of Late Filing on Form12b-25, filed with the Commission on May16, 2022, and in Current Reports on Form8-K, filed with the Commission on April1, 2022 and May 10, 2022, the Audit Committee of the Company'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 Company's controls, and any associated financial statement and disclosure implications. The review is being undertaken in connection with the audit of the Company's financial statements as of and for the year ended December 31, 2021. As a result, the Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2021 (the 10-K") or the 10-Q, and does not expect to file such Reports until the review is completed. This notice from Nasdaq has no immediate effect on the listing of the Company's common stock on the Nasdaq Global Market. As provided in the letters from Nasdaq dated April 1, 2022 and May 13, 2022, the Company has until May 31, 2022 to submit to Nasdaq a plan to regain compliance. If Nasdaq accepts the plan submitted by the Company, Nasdaq can grant an extension of the grace period for shares of the Company's common stock to remain listed for up to 180 calendar days from the 10-K due date to regain compliance. The Company intends to submit the 10-K and the 10-Q as soon as practicable. Announcement • May 18
George E Norcross Provides Information to Shareholders Republic First Bancorp Inc On May 17, 2022, George E Norcross announced that he has withdrawn the 2 lawsuits filed against Republic First Bancorp Inc regarding alleged efforts to modify employment and compensation agreements and inspection the Company’s books and records. In addition, George E. Norcross stated that he has filed a preliminary proxy statement with SEC and urged the shareholders of the Company to vote for his board nominees at 2022 annual meeting of shareholders.