UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

August 8, 2022

Date of Report (Date of earliest event reported)

REPUBLIC FIRST BANCORP, INC.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Appointment of Harry D. Madonna as Executive Chair and Interim Chief Executive Officer

On August 8, 2022, the Board of the Company removed the interim designation and appointed Harry D. Madonna, Esq., age 79, as Executive Chair of the Board, effective immediately. Also on August 8, 2022, the Board appointed Mr. Madonna as Interim Chief Executive Officer of the Company, effective immediately, to fill the vacancy created by Vernon W. Hill, II’s resignation as Chief Executive Officer of the Company, based on his notice of resignation letter dated July 7, 2022.

Mr. Madonna has more than 30 years of banking experience, and has served as president of the Company since 2001, and as a director of the Company since 1988. In February 2021 he was also named as chairman emeritus of the Company. He previously served as chief executive officer of the Company from 2001 through February 2021. Mr. Madonna also served as chairman of Republic First Bank d/b/a Republic Bank (the “Bank”) from 1988 through February 2021 and chief executive officer of the Bank from 2001 through February 2021. He served as chairman of the Company from 1988 to 2016 and served as the Bank’s president from 2001 until May 2010. From 1999 through November 2012, Mr. Madonna served as executive chairman of First Bank of Delaware, a commercial bank headquartered in the state of Delaware, and served as its chief executive officer from January 2002 until July 2008. Mr. Madonna was of counsel to Spector Gadon & Rosen, PC, a general practice law firm located in Philadelphia, Pennsylvania from January 1, 2002 until June 30, 2005 and prior to that, was a partner of Blank Rome LLP, a law firm located in Philadelphia, Pennsylvania from 1980 until December 2001.

Mr. Madonna has no family relationships with any director or executive officer of the Company and there are no transactions in which Mr. Madonna has an interest requiring a disclosure under Item 404(a) of Regulation S-K. The Company has not entered into any material agreement with Mr. Madonna in connection with his appointment as Interim Chief Executive Officer.

Reappointment of Harris Wildstein as Lead Independent Director

On August 8, 2022, the Board formally re-appointed Harris Wildstein, Esq. to serve as the Lead Independent Director of the Board. A copy of the Company’s press release, dated August 9, 2022, announcing the appointment of Mr. Madonna as Interim Chief Executive Officer of the Company and the appointment of Mr. Wildstein as the Lead Independent Director of the Board, is attached hereto as Exhibit 99.1.

Resignation of Vernon W. Hill, II and Barry L. Spevak

By letter dated August 8, 2022 (the “August 8 Letter”), Vernon W. Hill, II, a director and member of the Special Committee of the Board and chief executive officer of the Bank, and Barry L. Spevak, a director and member of the Audit Committee of the Board (the “Audit Committee”), provided written notice to the Company of their resignation as members of the Board and the Bank’s board of directors, effective immediately. Messrs. Hill and Spevak disclosed their reasons for resigning in the August 8 Letter, alleging, among other things, deprivation of meaningful representation in the management of the Company’s affairs. The Board disagrees with the allegations by Messrs. Hill and Spevak set forth in the August 8 Letter and notes that a Special Litigation Committee of the Board has been formed to respond to demands by shareholders of the Company to investigate, among other things, whether claims should be brought by the Company against Messrs. Hill and Spevak, as well as current director, Brian Tierney, based upon allegations of improper conduct they may have taken against the Company or any of its operations.

On August 8, 2022, the Board appointed Andrew B. Cohen to the Audit Committee, filling the vacancy created by Mr. Spevak’s resignation, effective immediately.

The Company has provided Messrs. Hill and Spevak with a copy of the foregoing disclosure and provided them the opportunity to furnish the Company as promptly as possible with a letter stating whether they agree with the statements made by the Company in response to this item and, if not, stating the respects in which they do not agree. The Company will amend this Form 8-K and file a letter it receives from Messrs. Hill or Spevak as an exhibit if it is addressed to the Company and specifies the aspects of the statements made by the Company that they disagree with.

A copy of the August 8 Letter submitted by Messrs. Hill and Spevak is attached hereto as Exhibit 99.2.

Important Additional Information

The Company intends to file a proxy statement and may file a proxy card with the Securities and Exchange Commission (the “SEC”) in connection with the 2022 Annual Meeting and, in connection therewith, the Company, certain of its directors and executive officers will be participants in the solicitation of proxies from the Company’s shareholders in connection with such meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING PROXY CARD 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 2022 ANNUAL MEETING. The Company’s definitive proxy statement for the 2021 annual meeting of shareholders contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company’s securities. Information regarding subsequent changes to their holdings of the Company’s securities can be found in the SEC filings on Forms 3, 4, and 5, which are available on the Company’s website at http://investors.myrepublicbank.com/ or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 on file with the SEC. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2022 Annual Meeting. Shareholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at http://investors.myrepublicbank.com. 

(d) Exhibits

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.

Exhibit 99.1

Madonna Resumes Leadership of Republic First Bancorp

Harry D. Madonna Named Interim Chief Executive Officer and Executive Board Chair

Harris Wildstein re-appointed Lead Independent Director

Andrew Cohen appointed to Audit Committee

PHILADELPHIA, Aug. 9, 2022 /PRNewswire/ -- Republic First Bancorp, Inc. (NASDAQ: FRBK) (the “Company”), the parent company of Republic First Bank d/b/a Republic Bank (the “Bank”), today announced that founder and former CEO and Board Chair, Harry D. Madonna, Esquire has been named Interim Chief Executive Officer of the Company, effective immediately.  He will also hold the role of Executive Chair of the Company’s Board of Directors (the “Board”).  These changes come on the heels of the departure of Vernon W. Hill, Jr. as CEO, who, together with Barry Spevak, resigned from the boards of the Company and the Bank today.  Mr. Madonna has pledged to maximize value for all constituents. 

Mr. Madonna concluded: “I am honored to be entrusted to the task of moving forward in this new and changing environment.  We are entering a critical phase in the evolution of the institution and I and the Board are eager to return to our primary tasks of optimizing the Company’s and the Bank’s performance and providing stability and value to all of our stakeholders.”  

Harris Wildstein has been re-appointed as Lead Independent Director of the Board.  Mr. Wildstein said “We are thrilled to continue forging forward on the changes started last month, further aligning management, leadership and the Company with its shareholders, employees and other stakeholders.  With recent addition of Benjamin C. Duster, IV to the Board and as Chair of the Audit Committee, and Harry Madonna’s return, we believe we have put in place a team that well-recognizes its fiduciary duties to all of its constituents and will focus on both the short-term and long-term future of the Company and the Bank.”  

Given the resignation of Mr. Spevak from the Boards of the Bank and the Company, Andrew B. Cohen, an accomplished financial manager, has been named as the third member of the Audit Committee.  

Mr. Madonna has more than 30 years of banking experience, founding Republic Bank in 1988. He has served as President and CEO of Republic First Bancorp, Inc., Republic Bank’s holding company since 2001, Chair from 1988 to 2016, Interim Board Chair commencing in July of 2022, and President of the Bank from 2001 to 2010. From 2002 to 2005, he was of counsel to Spector Gadon & Rosen, PC, and a partner of Blank Rome LLP from 1980 to 2001.  

Mr. Wildstein was a co-founder of the Company and the Bank and has served on the Company and Bank Boards since 1988.  He is the President of HVW, Inc. and President at R&S Imports Ltd. Mr. Cohen is the Chief Investment Officer and Co-founder of Cohen Private Ventures which invests long-term capital, primarily in direct private investments and other opportunistic transactions, and manages family office activities, on behalf of Steven A. Cohen and his family.  Mr. Cohen is the Vice Chairman, member of the board of directors, and a minority owner of the New York Mets Baseball Club, as well as a member of the board of directors of several other public and private companies including Laureate Education, Inc.  

About Republic Bank 

Republic Bank is the operating name for Republic First Bank. Republic First Bank is a full-service, state-chartered commercial bank, whose deposits are insured up to the applicable limits by the Federal Deposit Insurance Corporation (FDIC). The Bank provides diversified financial products through its 34 offices located in Atlantic, Burlington, Camden and Gloucester Counties in New Jersey; Bucks, Delaware, Montgomery and Philadelphia Counties in Pennsylvania and New York County in New York. The bank also offers a wide range of residential mortgage products through its mortgage division, Oak Mortgage Company. For more information about Republic Bank, please visit www.myrepublicbank.com.  

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 Securities and Exchange Commission (the “SEC”).  These forward-looking statements include statements with respect to the Company's beliefs, plans, objectives, goals, expectations, anticipations, estimates, and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond the Company's control. These factors include competition, timing, credit risks of lending activities, changes in general economic conditions, price pressures on loan and deposit products, and other factors detailed from time to time in the Company's filings with the SEC. The words “may”, “could”, “should”, “would”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, and similar 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. 

Important Additional Information 

The Company intends to file a proxy statement and may file a proxy card with the SEC in connection with the Company's 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) and, in connection therewith, the Company, certain of its directors and executive officers will be participants in the solicitation of proxies from the Company's shareholders in connection with such meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING PROXY CARD 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 2022 ANNUAL MEETING. The Company's definitive proxy statement for the 2021 annual meeting of shareholders contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company's directors and executive officers in the Company's securities. Information regarding subsequent changes to their holdings of the Company's securities can be found in the SEC filings on Forms 3, 4, and 5, which are available on the Company's website at http://investors.myrepublicbank.com/ or through the SEC's website at www.sec.gov. Information can also be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 on file with the SEC. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2022 Annual Meeting. Shareholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Company's website at http://investors.myrepublicbank.com. 

Exhibit 99.2

August 8, 2022

Ladies and Gentlemen:

We hereby tender our resignations from the Boards of Directors (the “Board”) of Republic First Bancorp, Inc. (the “Company”) and Republic First Bank (the “Bank”), effective immediately. In our capacities as directors and fiduciaries, we are charged with and accountable for acting in good faith, in a manner we reasonably believe to be in the best interests of the Company and its shareholders, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.

Notwithstanding these obligations, Directors Cohen, Madonna, Jacobs, and Wildstein (the “Cohen Directors”) have engaged in conduct that has been judicially described as illegal and oppressive and are intentionally and systematically preventing us from meaningfully participating in Board deliberations and decision-making. The Cohen Directors continue to refuse to provide us with information pertinent to key decisions. To the extent the Cohen Directors are making decisions, the Cohen Directors have resorted to making those decisions outside the Board room, without deliberation or debate, and by simply informing the remainder of the Board of what the Cohen Director cabal has decided on behalf of the Board. In short, the Cohen Directors have stripped the full Board of even the patina of basic corporate governance, and the Cohen Directors have done so in service of a singular Company shareholder — Cohen Private Ventures — and not in the best interests of the Company, its shareholders, and the Bank, or the employees, customers and communities it serves.

Perhaps most absurd and troubling, the Cohen Directors now propose to dispense with any role for any directors other than the Cohen Directors by establishing an Executive Committee of the Board comprised of each of the Cohen Directors. The Executive Committee will have delegated to it the power and authority to exercise all powers and authority of the Board, with ambiguous limitations that the Cohen Directors’ past conduct demonstrates will be construed in a manner so as to intentionally continue to exclude us entirely from Board deliberations. This action is contrary to accepted corporate governance standards and contrary to federal bank regulatory requirements and expectations. By arrogating all power to themselves, the Cohen Directors have rendered our continued service on the board meaningless.

The Cohen Directors’ ongoing actions have placed the Company at significant risk from operational, regulatory, and reputational perspectives, and we are not willing to be simultaneously sidelined and held accountable for the Cohen Directors’ self-interested and reckless conduct.

In short, throughout the last eight months and particularly since the Cohen Directors have obtained unfettered control of the Board after Mr. Flocco’s passing, the Cohen Directors have repeatedly ignored blatant self-interested director misconduct, in each case to the material detriment of the Company’s shareholders by depriving them of meaningful representation in the management of the Company’s affairs. The Cohen Directors’ recent actions suggest this will continue. We cannot protect the Company’s shareholders from the Cohen Directors’ misconduct. As a result, they have left us no other option but to resign.

From the first day we joined the Board, each of us has acted in an manner that we reasonably believe has been in the best interests of the Company and its shareholders. We believe that it is imperative that the Board fairly and objectively disclose the results of the Wilmer Hale independent investigation if and when available, and that it pursue all available remedies against Harry Madonna, Lisa Jacobs, Andrew Cohen and Harris Wildstein for steering the Company down a path that has been materially adverse to the interests of the Company and its shareholders.

Sincerely,

/s/ Vernon W. Hill, II

Vernon W. Hill, II

/s/ Barry L. Spevak

Barry L. Spevak