Item 8.01. Other Events.
As reported by Republic First Bancorp, Inc. (the "Company") in its Current
Report on Form 8-K filed with the Securities and Exchange Commission
(the "Commission") on May 2, 2023, the Nasdaq Hearings Panel (the "Panel")
granted the Company's request for an extension to file the Company's Form 10-K
for the fiscal year ended December 31, 2022 (the "2022 Form 10-K") with the
Commission, by May 31, 2023.
As reported by the Company in its Current Report on Form 8-K filed with
the Commission on May 17, 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 Commission, the
Company does not satisfy Nasdaq Listing Rule 5250(c)(1) and that the Panel would
consider the additional deficiency in its deliberations regarding the Company's
continued listing.
As reported by the Company in its Current Report on Form 8-K filed with the
Commission on January 20, 2023, the Panel granted the Company's request for an
extension until June 30, 2023 to hold its 2022 annual meeting of shareholders
("2022 Annual Meeting").
On June 14, 2023, the Panel granted (i) the Company's request for a further
extension to file the 2022 Form 10-K with the Commission, by June 30, 2023, (ii)
the Company's request for an extension to file the Form 10-Q with the
Commission, by July 31, 2023, and (iii) the Company's request for an extension
to update the Panel by July 22, 2023 regarding the Company's timing to hold the
2022 Annual Meeting.
If the Company is unable to meet any or all of these deadlines, the Company's
common stock may be subject to delisting from Nasdaq.
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 include: 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 effect of potential recessionary
conditions; 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 Form 10-K for the fiscal 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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