BM TECHNOLOGIES, INC. Item 1.01. Entry into Material Definitive Agreement.
Merger Agreement
As disclosed under the sections titled "The Business Combination Proposal" of
the Proxy Statement/Prospectus, on
The Transactions involved the merger of BankMobile with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the "Surviving Subsidiary") and as a wholly-owned subsidiary of the Company.
Item 2.01 of this Current Report discusses the consummation of the Transactions
and events contemplated by the Merger Agreement which took place on
Transition Services Agreement
In connection with the Closing, on
The foregoing description of the Transition Services Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Transition Services Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
License Agreement
In connection with the Closing, on
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" and "Merger Agreement" above is incorporated into this Item 2.01 by reference.
Pursuant to the terms of the Merger Agreement, the total consideration for the
Business Combination and related transactions (the "Merger Consideration") was
approximately
After taking into account the aggregate payment in respect of the redemption,
the Company's trust account had a balance immediately prior to the Closing of
approximately
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as Megalith was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company, as the successor issuer to Megalith, is providing the information below that would be included in a Form 10 if the Company were to file a Form 10. Please note that the information provided below relates to the Company as the combined company after the consummation of the Business . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K concerning the Debt Agreement, which is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The PIPE Financing
In connection with the Business Combination, on
The PIPE Financing closed on
The summary is qualified in its entirety by reference to the text of the form of Subscription Agreements, which is included as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders
Amendment of Certificate of Incorporation and Bylaws
Upon the Closing of the Business Combination, the Company's certificate of incorporation was further amended and restated to:
(a) rename the Company "
(b) provide that the number of shares of capital stock the Company is
authorized to issue is 1,010,000,000 shares, consisting of 1,000,000,000
shares of Common Stock, par value
of Preferred Stock, par value
(c) Reclassify all shares of the Class A and Class B common stock as the
"Common Stock";
(d) to provide that any amendment to the following provisions of the
certificate of incorporation will require the approval of the holders of
at least 66 2/3% of the then-outstanding shares of capital stock entitled
to vote generally at an election of directors: "Board of Directors,"
"Bylaws," "Special Meetings of Stockholders; Action by Written Consent,"
"Limited Liability; Indemnification," "DGCL Section 203 and Business
Combinations," "Amendment of Amended and Restated Certificate," and
"Forum; Severability";
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(e) to provide that any amendment to the bylaws by the stockholders requires
the affirmative vote of the holders of at least 66 2/3% of the
then-outstanding shares of capital stock entitled to vote generally at an
election of directors;
(f) to provide that we opt out of Section 203 of the Delaware General
Corporation Law, which prevents certain Delaware corporations, under
certain circumstances, from engaging in a "business combination" with
certain "interested stockholders" and their affiliates;
(g) to provide that we may not engage in certain "business combinations" with
any "interested stockholder" (which excludes Customers Bank and any of its
direct or indirect transferees and any group as to which such persons) for
a three-year period following the time that the stockholder became an
interested stockholder, unless (1) prior to the date of the transaction,
the board of directors approved either the business combination or the
transaction which resulted in the stockholder becoming an interested
stockholder; (2) the interested stockholder owned at least 85% of the
voting stock outstanding upon consummation of the transaction, excluding
for purposes of determining the number of shares outstanding (x) shares
owned by persons who are directors and also officers and (y) shares owned
by employee stock plans in which employee participants do not have the
right to determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer; or (3) on or subsequent to
the consummation of the transaction, the Business Combination is approved . . .
Item 5.01. Changes in Control of Registrant.
Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled "The Business Combination Proposal," which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K, which is incorporated herein by reference.
As of
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Election of Directors and Appointment of Officers
The following persons are serving as executive officers and directors following the Closing. For information concerning the executive officers and directors, see the disclosure in the Proxy Statement/Prospectus in the sections titled "Megalith's Management," "Management of BankMobile," "Management of the Company Following the Business Combination," and "Certain Relationships and Related Person Transactions," which are incorporated herein by reference.
Name Age Position Luvleen Sidhu(6) 34 Chief Executive Officer; Chairman of the Board Pankaj Dinodia(1)(2)(4) 36 Director Mike Gill(2)(5) 69 Director Aaron Hodari(1)(4) 34 Director Brent Hurley(2)(3)(6) 41 Director A.J. Dunklau(3)(5) 37 Director Marcy Schwab(1)(5) 49 Director Robert Ramsey 45 Chief Financial Officer Robert Diegel 58 Chief Operating Officer Robert Savino 44 Chief Product and Technology Officer
(1) Member of the audit committee.
(2) Member of the compensation committee.
(3) Member of the nominating and corporate governance committee.
(4) Class I Director. (5) Class II Director. (6) Class III Director.
Each director will hold office until his or her term expires at the next annual meeting of stockholders for such director's class or until his or her death, resignation, removal or the earlier termination of his or her term of office.
Effective upon Closing, each of
2020 Equity Incentive Plan
At the Special Meeting, Megalith shareholders considered and approved the 2020
Equity Incentive Plan and reserved an amount of shares of common stock equal to
10% of the number of shares of common stock of the Company following the
Business Combination for issuance thereunder. The 2020 Equity Incentive Plan was
approved by the board of directors on
A more complete summary of the terms of the 2020 Equity Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled "The Equity Incentive Plan Proposal." That summary and the foregoing description are qualified in their entirety by reference to the text of the 2020 Equity Incentive Plan, which is filed as Exhibit 10.7 hereto and incorporated herein by reference.
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Employment Agreements
As a result of the Business Combination, the Company (through its subsidiaries)
is now party to employment agreements with certain of the Company's executive
officers: Luvleen Sidhu (Chief Executive Officer),
Ms. Luvleen Sidhu's employment agreement has a term of two years and provides for immediate vesting of any equity incentive interests if terminated without cause or terminated for good reason. Ms. Luvleen Sidhu's employment agreement . . .
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 5.06. Change in Shell Company Status.
As a result of the Business Combination, Megalith ceased being a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled "The Business Combination Proposal," which is incorporated herein by reference. The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.06.
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Item 8.01. Other Events
As a result of the Business Combination and by operation of Rule 12g-3(a) promulgated under the Exchange Act, the Company is a successor issuer to Megalith. The Company hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.
Item 9.01. Financial Statement and Exhibits.
(a) Financial statements of businesses acquired.
Information responsive to Item 9.01(a) of Form 8-K is set forth in the financial statements included in the Proxy Statement/Prospectus beginning on page F-1, which are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma financial statements are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
(c) Shell company transactions.
Reference is made to Items 9.01(a) and (b) and the exhibit referred to therein, which are incorporated herein by reference.
Exhibit No. Description 2.1† Agreement and Plan of Merger, datedAugust 6, 2020 , by and among Megalith, Merger Sub, BankMobile, and Customers Bank (incorporated by reference to the Company's Form 8-K, filed with theSEC onAugust 6, 2020 ). 2.2† First Amendment to Agreement and Plan of Merger, datedNovember 2, 2020 , by and among Megalith, Merger Sub, BankMobile, Customers Bank, and Customers Bancorp (incorporated by reference to the Company's Form 8-K, filed with theSEC onNovember 2, 2020 ). 2.3† Second Amendment to Agreement and Plan of Merger, datedDecember 8, 2020 , by and among Megalith, Merger Sub, BankMobile, Customers Bank, and Customers Bancorp (incorporated by reference to the Company's Form 8-K, filed with theSEC onDecember 8, 2020 ). 3.1* Second Amended and Restated Certificate of Incorporation of the Company. 3.2* Amended and Restated Bylaws of the Company. 10.1*† Transition Services Agreement, datedJanuary 4, 2021 , by and between Customers Bank and the Company. 10.2*† Software License Agreement, datedJanuary 4, 2021 , by and between Customers Bank and the Company. 10.3*† Deposit Processing Services Agreement, datedJanuary 4, 2021 , by and between the Company and Customers Bank. 10.4* Non-Competition and Non-Solicitation Agreement, datedJanuary 4, 2021 , by and between the Company and Customers Bank. 10.5* Form of Indemnification Agreement between the Company and certain officers and directors of the Company. 10.6*† Loan Agreement,January 4, 2021 , between Customers Bank, the Company andBMTX, Inc. 10.7*+ 2020 Equity Incentive Plan. 10.8*+ Employment Agreement with Luvleen Sidhu, datedJanuary 4, 2021 . 10.9*+ Employment Agreement withRobert Diegel , datedJanuary 4, 2021 . 10.10*+ Employment Agreement withAndrew Crawford , datedJanuary 4, 2021 . 10.11*+ Employment Agreement withWarren Taylor , datedJanuary 4, 2021 . 10.12 Form of Subscription Agreement between Megalith and thePIPE Investors named therein, datedAugust 5, 2020 (Incorporated by reference to Exhibit 10.5 of Megalith's Form 8-K (File No. 001-38633), filed with theSEC onAugust 6, 2020 ). 99.1* Unaudited pro forma financial statements. * Filed herewith
+ Indicates a management or compensatory plan.
† Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of
Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to theSEC upon request. 12
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