false 0001725872 0001725872 2024-06-20 2024-06-20 0001725872 us-gaap:CommonStockMember 2024-06-20 2024-06-20 0001725872 BMTX:WarrantsToPurchaseCommonStockMember 2024-06-20 2024-06-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

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): June 20, 2024

 

 

 

BM TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware 001-38633 82-3410369

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

     

201 King of Prussia Road, Suite 650

Wayne, PA

  19087
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (877) 327-9515

 

Not Applicable

(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 Instructions 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
Common Stock   BMTX   NYSE American LLC
Warrants to purchase Common Stock   BMTX.W   NYSE American LLC

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 20, 2024, BM Technologies, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) via webcast on June 20, 2024 to consider the proposals described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 29, 2024 (the “Proxy Statement”). A summary of the matters voted upon by the stockholders is set forth below.

 

Proposal One: The following individuals, constituting all of the nominees named in the Proxy Statement, were elected as directors. John Dolan and Aaron Hodari were elected as Class I directors, to serve for a term to expire at the 2027 Annual Meeting, or until their successors have been duly elected and qualified. Michael Pavone was elected as a Class II director, to serve for a term to expire at the 2025 Annual Meeting, or until his successor has been elected and qualified. The votes cast at the Annual Meeting were as follows:

Name   For   Withheld     Broker
Non-Votes
John Dolan   2,397,415   649,640     3,857,431
Aaron Hodari   2,369,416   677,639     3,857,431
Michael Pavone   2,810,643   236,412     3,857,431

 

Proposal Two: The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved by the stockholders. The votes cast at the Annual Meeting were as follows:

 

For   Against   Abstentions  
6,559,223   37,587   307,676  

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

The following exhibit is being furnished as part of this report:

 

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 thereunto duly authorized.

 

  BM TECHNOLOGIES, INC.
       
Date: June 20, 2024 By:   /s/ Ajay Asija
  Name:   Ajay Asija
  Title:   Chief Financial Officer