UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments
Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 43)*
Republic First Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
760416107
(CUSIP Number)
George E. Norcross, III
218 Royal Palm Way, Suite 200
Palm Beach, Florida 33480
(561) 500-4600
With a Copy to:
H. Rodgin Cohen
Mitchell S. Eitel
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
212-558-4000
(Name, address and telephone number of person authorized to receive notices and communications)
November 30, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 760416107 | SCHEDULE 13D |
| 1 |
Names of Reporting Persons
George E. Norcross, III | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7 | Sole Voting Power
746,122 | ||||
| 8 | Shared Voting Power
2,749,285 | |||||
| 9 | Sole Dispositive Power
746,122 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,495,407 (1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
5.0% (2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | The Reporting Person is reporting on this Schedule 13D as a member of a “group” with the other Reporting Persons. The group beneficially owns 9,733,628 shares of Common Stock owned by all of the Reporting Persons in the aggregate, which includes 2,749,285 shares for which each of the Reporting Persons have shared voting power over in connection with the Voting Agreements (defined in Item 4 of the Schedule 13D), representing approximately 13.8% of the outstanding shares of Common Stock. See Item 5 of this Schedule 13D. |
| (2) | For purposes of calculating beneficial ownership percentages in this statement on Schedule 13D, the total number of shares of Common Stock outstanding as of October 27, 2023 is 70,419,960, as represented by the Issuer in the Securities Purchase Agreement filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on November 2, 2023. |
| CUSIP No. 760416107 | SCHEDULE 13D |
| 1 |
Names of Reporting Persons
Philip A. Norcross | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7 | Sole Voting Power
497,000 | ||||
| 8 | Shared Voting Power
2,749,285 | |||||
| 9 | Sole Dispositive Power
497,000 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,246,285 (1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
4.6% (2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D |
| 1 |
Names of Reporting Persons
Gregory B. Braca | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7 | Sole Voting Power
511,659 | ||||
| 8 | Shared Voting Power
2,749,285 | |||||
| 9 | Sole Dispositive Power
511,659 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,260,944 (1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
4.6% (2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D |
| 1 |
Names of Reporting Persons
Alessandra T. Norcross | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7 | Sole Voting Power
2,614,781 | ||||
| 8 | Shared Voting Power
2,749,285 | |||||
| 9 | Sole Dispositive Power
2,614,781 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,364,066 (1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
7.6% (2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D |
| 1 |
Names of Reporting Persons
Alexander S. Norcross | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7 | Sole Voting Power
2,614,781 | ||||
| 8 | Shared Voting Power
2,749,285 | |||||
| 9 | Sole Dispositive Power
2,614,781 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,364,066 (1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
7.6% (2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
This Amendment No. 43 (“Amendment No. 43”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 31, 2022, as amended prior to the date of this Amendment No. 43 (the “Original Schedule 13D”) as specifically set forth herein (as so amended, the “Schedule 13D”). Except as provided herein, each Item of the Original Schedule 13D remains unchanged.
| Item 4. | Purpose of the Transaction. |
Item 4 of the Original Schedule 13D is hereby amended to add the following immediately prior to the last paragraph of this item:
On November 30, 2023, the Reporting Persons and the Issuer announced that in order to facilitate the receipt of regulatory approvals, the Issuer’s filing of its Annual Report on Form 10-K for the year ended December 31, 2022, and to satisfy other closing conditions as set forth in the Purchase Agreement, the Issuer and the Purchasers entered into a First Amendment to Securities Purchase Agreement (the “Amendment”), pursuant to which the parties agreed to extend the Outside Date (as defined in the Purchase Agreement) to February 29, 2024 and to hold a special shareholders’ meeting
no later than February 16, 2024. A copy of the press release is attached hereto as Exhibit 7(r).
On November 30, 2023, to facilitate the closing of the Private Placement, cash sufficient to fund the purchase of $435,750 worth of Common Stock and $34,564,250 worth of Series B Preferred Stock pursuant to the Purchase Agreement was deposited into an escrow account.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which was filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on November 30, 2023, and which is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Original Schedule 13D is hereby amended to add the following exhibit:
| Exhibit Number |
Description | |
| 7(r) | Press Release, dated November 30, 2023 | |
Dated: December 1, 2023
| George E. Norcross, III | ||
| By: | /s/ George E. Norcross, III | |
| Phillip A. Norcross | ||
| By: | /s/ Philip A. Norcross | |
| Gregory B. Braca | ||
| By: | /s/ Gregory B. Braca | |
| Alessandra T. Norcross | ||
| By: | /s/ Alessandra T. Norcross | |
| Alexander S. Norcross | ||
| By: | /s/ Alexander S. Norcross | |