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 January 4, 2023, the Company received formal notice from
The Nasdaq Stock Market LLC ("Nasdaq") that a Nasdaq Hearings Panel (the
"Panel") had granted the Company's request for an extension through January 15,
2023 for the Company to file its Quarterly Report on Form 10-Q for the three
months ended September 30, 2022.
As reported by the Company in its Current Report on Form 8-K, filed with the
Commission on January 9, 2023, the Company received written notice from the
Listing Qualifications Department of Nasdaq that the Company was not in
compliance with Listing Rule 5620(a), which required 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.
The Company requested an extension, through February 15, 2023, from the Panel to
file its Quarterly Report on Form 10-Q for the three months ended September 30,
2022. The Company also requested an extension, through June 30, 2023, to hold
its 2022 annual meeting of shareholders ("2022 Annual Meeting").
On January 19, 2023, the Panel granted the Company's request for an extension
through February 15, 2023 for the Company to file its Quarterly Report on Form
10-Q for the three months ended September 30, 2022, and the Panel granted the
Company's request for an extension through June 30, 2023 to hold its 2022 Annual
Meeting. If the Company is unable to file its Quarterly Report on Form 10-Q for
the three months ended September 30, 2022 by February 15, 2023 or hold its 2022
Annual Meeting by June 30, 2023, the common stock of the Company will be subject
to delisting on The Nasdaq Global Market.
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 range from changes in general economic conditions, inflation,
government regulatory and other policies that can have various effects on our
business, financial condition and results of operation, loan demand and our loan
and securities portfolios, and fluctuations in interest rates to more
Company-specific issues such as the adequacy of our allowance for loan losses
and the value of our securities portfolio, our methodology for determining such
allowance, competitive pressure among financial services companies, new service
and product offerings by competitors, price pressures and similar items, rapidly
changing technology; and litigation matters. 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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