Item 1.02 Termination of a Material Definitive Agreement.

On December 22, 2022, BM Technologies, Inc., a Delaware Corporation (the "Company") and First Sound Bank, a Washington state-chartered bank ("FSB") entered into a mutual agreement to terminate the previously announced Agreement and Plan of Reorganization and Merger (the "Merger Agreement"), dated November 14, 2021, by and among the Company, FSB, and the merger subsidiaries named therein. The Merger Agreement was previously described in the Company's Current Report on Form 8-K, filed on November 15, 2021, which description is hereby incorporated by reference.

Item 7.01 Regulation FD Disclosure.





Share Repurchase Program

On December 23, 2022, the Company announced that its Board of Directors has authorized the repurchase of its common stock and warrants in an aggregate amount not to exceed $10 million.

Under the repurchase plan, the Company may repurchase shares from time to time, by means of, among other means, open market purchases and in solicited and unsolicited privately negotiated transactions. The actual means and timing of any purchases, quantity of purchased shares and warrants and prices will be, subject to certain limitations, at the discretion of management during such period, and will depend on a number of factors, including the market price of the Company's common stock and warrants, share issuances under Company equity plans, general financial, market and economic conditions, and applicable legal and regulatory requirements.

The Company's management believes the repurchase plan, depending upon market and business conditions, may, among other things, provide capital management opportunities for the Company. The Company is not obligated to repurchase any shares or warrants under the repurchase plan. The repurchase plan may be discontinued, suspended or restarted at any time.





Press Release

On December 23, 2022, the Company issued a press release announcing the termination of the Merger Agreement and the authorization of the repurchase plan. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit No.                                   Description
99.1            Press Release dated December 23, 2022 (furnished only).
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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