UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--12-31

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August ~~April 26~~27, 2024

REPUBLIC FIRST BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-17007	23-2486815
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

50 South 16th Street, Suite 2400, Philadelphia, Pennsylvania		19102
(Address of principal executive offices)		(Zip Code)

(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 (see General Instruction A.2. below):

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐ ¨

Item 1.03. Bankruptcy or Receivership.

As previously reported, On April 26, 2024, Republic First Bank, d/b/a Republic Bank (the “Bank”), the former bank subsidiary of Republic First Bancorp, Inc. (the “Company”), was closed by the Pennsylvania Department of Banking and Securities, and the Federal Deposit Insurance Corporation was appointed as receiver. ~~As a result, the Bank is no longer a subsidiary of Republic First Bancorp, Inc. (the “Company”).~~

On August 27, 2024, the Company filed a voluntary petition in the United States Bankruptcy Court for the Eastern District of Pennsylvania (the “Bankruptcy Court”) for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), thereby commencing a case under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Case”).

Item 2.04.

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The appointment and filing constitute events of default under, or otherwise triggered repayment obligations with respect to, the Indenture, dated as of December 27, 2006, between the Company and Wilmington Trust Company, as trustee, and the Indenture, dated as of June 28, 2007, between the Company and Wilmington Trust Company, as trustee (collectively, the “Indentures”). Actions to enforce the payment obligations under the Indentures, the debt securities issued pursuant thereto and the related guaranty agreements entered into by the Company in connection therewith are stayed as a result of the filing of the Chapter 11 Case.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April 26~~August 27, 2024, Thomas ~~each~~X. ofGeisel ~~Andrew~~resigned B.from ~~Cohen,~~his ~~Lisa~~position R.as ~~Jacobs,~~Chief ~~Harry~~Executive D.Officer ~~Madonna~~of the Company, and ~~Harris~~Michael ~~Wildstein~~Harrington resigned from his position as aChief ~~director~~Financial Officer of the ~~Company, which resignations have become effective~~company.

~~Item~~Forward-Looking ~~5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~Statements

OnVarious statements ~~April~~in 26this Form 8-K or documents referred to herein, ~~2024~~including those that express a belief, expectation, target or intention, as well as those that are not statements of historical fact, may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and/or the Private Securities Litigation Reform Act of 1995, as applicable. All statements, other than statements of historical facts, included in this filing that address activities, events or developments that the Company expects, believes, targets or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s ~~Board~~control. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of ~~Directors~~certain (risks and other factors, which include the ~~“Board”)~~following: ~~amended~~risks and uncertainties relating to the Chapter 11 Case, including but not limited to, the effects of the Chapter 11 Case on the Company’s ~~Amended~~and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Case and ~~Restated~~the Byoutcome of the Chapter 11 Case in general, the duration of the Chapter 11 Case, risks associated with third-~~Laws~~party motions in the Chapter 11 Case, risks related to ~~reduce~~the trading of the ~~minimum~~Company’s ~~size~~securities on the OTC Expert Market, the risk that the Chapter 11 Case may be converted to a case under Chapter 7 of the ~~Board~~Bankruptcy ~~from~~Code, ~~five~~the ~~(5)~~potential ~~directors~~adverse effects of the Chapter 11 Case on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to ~~three~~execute ~~(3)~~the ~~directors~~Company’s restructuring, as well as other risk factors. InThe ~~connection~~Company ~~with~~therefore ~~this~~cautions ~~amendment,~~readers against relying on these forward-looking statements. All forward-looking statements attributable to the ~~Board~~Company ~~set~~or persons acting on the ~~size~~Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the ~~Board~~date atmade, ~~three~~and, ~~(3)~~except ~~directors~~as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

A copy of the Company’s Amended and Restated By-Laws, as amended, is filed herewith as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description

3.1 Amended and Restated By-Laws of Republic First Bancorp, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	REPUBLIC FIRST BANCORP, INC.
Date: April 26, 2024	By:	/s/ Brian F. Doran
Date: September 5, 2024	By:	/s/ Brian F. Doran
		Name: Brian F. Doran
		Name:	Brian F. Doran
		Title: Executive Vice President and General Counsel
		Title:	Executive Vice President and General Counsel

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