8-K

UNITED STATESSECURITIES 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): April 22, 2016

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)	(I.R.S. Employer Identification No.)
50 South 16th Street, Suite 2400, Philadelphia, PA  19102 (Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:  (215) 735-4422

N/A Former name, former address, and former fiscal year, 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:

[ ]	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))

Item 2.02 Results of Operations and Financial Condition.

On April 22, 2016, Republic First Bancorp, Inc. issued a press release announcing its results of operations and financial condition at and for the period ended March 31, 2016.  The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this report, including the exhibit attached hereto, is furnished solely pursuant to Item 2.02 of this Form 8-K.  Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.  It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

99.1 Press Release issued on April 22, 2016 regarding financial results for the period ended March 31, 2016.

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 22, 2016	By: /s/ Frank A. Cavallaro
	Frank A. Cavallaro
	Executive Vice President and
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.Description

99.1 Press Release issued on April 22, 2016 regarding financial results for the period ended March 31, 2016.

EX-99.1

Exhibit 99.1

	News Release
	Republic First Bancorp, Inc.
	April 22, 2016

REPUBLIC FIRST BANCORP, INC. REPORTS DEPOSIT GROWTH OF 19%

TOTAL REVENUE INCREASES BY 24%

Philadelphia, PA, April 22, 2016 (PR Newswire) – Republic First Bancorp, Inc. (NASDAQ: FRBK), the holding company for Republic Bank, today announced its financial results for the three month period ended March 31, 2016.

	Three Months Ended
($ in millions, except per share data)	3/31/16		3/31/15		% Change
Assets	$	1,482.7	$	1,264.0		17	%
Loans		899.1		788.8		14	%
Deposits		1,337.6		1,121.4		19	%
Total Revenue	$	13.7	$	11.0		24	%
Net Income		1.1		0.5		105	%
Net Income per Share	$	0.03	$	0.01		200	%

The Power of Red is Back expansion campaign continued to produce strong results during the first quarter of 2016.  "Assets, loans and deposits are growing at double digit rates which are far beyond industry standards," said Harry D. Madonna, the Company's Chairman and Chief Executive Officer.  "In the first quarter we saw meaningful progress on the income statement as well.  Total revenue grew by 24% year over year, which outpaced the 17% growth in non-interest expenses required to continue the build out of our store network.  This drove an increase in net income in excess of 100% year over year."

"Our expansion strategy is really starting to build momentum," added Madonna.  "The new stores opened over the last two years are growing deposits at a rate of $36 million per year.  We are winning new Fans over every day with our unmatched commitment to customer service."

Two new stores were recently opened in Washington Township, NJ and Wynnewood, PA utilizing the Bank's signature glass building. There are currently eighteen stores serving customers in the Greater Philadelphia and Southern New Jersey region.  Additional stores are planned for Cherry Hill, Gloucester Township, Medford, Moorestown and Sicklerville.

Highlights for the Period Ended March 31, 2016

· Net income per share increased by 200% to $0.03 per share, during the first quarter of 2016 compared to $0.01 per share during the first quarter of 2015. Net income grew to $1.1 million for the three month period ending March 31, 2016. The Company continues to open new stores and increase net income despite the additional costs associated with the expansion strategy.

· Two new stores were recently opened in Washington Township, NJ and Wynnewood, PA bringing the total store count to eighteen. Another site now under construction is scheduled to be completed in the summer of 2016. There are also several additional sites in various stages of development for future store locations.

· New stores opened within the last 2 years are currently growing deposits at an average rate of $36 million per year, while the average deposit growth for all stores over the last twelve months was approximately $13 million per store.

· Total deposits increased by $216 million, or 19%, to $1.3 billion as of March 31, 2016 compared to $1.1 billion as of March 31, 2015.  The deposit cost of funds decreased to 0.36% during the first quarter of 2016 compared to 0.38% for the first quarter of 2015.

· The net interest margin increased to 3.37% for the quarter ended March 31, 2016 compared to 3.33% in the quarter ended March 31, 2015.

· Total assets increased by $219 million, or 17%, to $1.5 billion as of March 31, 2016 compared to $1.3 billion as of March 31, 2015.

· Total loans grew $110 million, or 14%, to $899 million as of March 31, 2016 compared to $789 million at March 31, 2015.

· SBA lending continued to be an important part of the Company's lending strategy. More than $9 million in new SBA loans were originated during the three month period ended March 31, 2016. Our team is currently ranked as the #1 SBA lender in the tri-state market of New Jersey, Pennsylvania and Delaware based on the dollar volume of loan originations.

· The Company's Total Risk-Based Capital ratio was 13.01% and Tier I Leverage Ratio was 9.37% at March 31, 2016.

· Tangible book value per share was $3.08 as of March 31, 2016. This amount excludes approximately $0.35 per share attributable to the deferred tax asset valuation allowance.

2

Income Statement

The major components of the income statement are as follows (dollars in thousands, except per share data):

	Three Months Ended
	3/31/16		3/31/15		% Change
Total Revenue	$	13,703	$	11,044		24	%
Provision for Loan Losses		300		-		100	%
Non-interest Expenses		12,343		10,518		17	%
Net Income		1,085		528		105	%
Net Income per Share	$	0.03	$	0.01		200	%

The Company reported net income of $1.1 million, or $0.03 per share, for the three month period ended March 31, 2016, compared to net income of $528 thousand, or $0.01 per share, for the three month period ended March 31, 2015.

Total revenue increased by $2.7 million, or 24%, to $13.7 million for the three month period ended March 31, 2016 compared to $11.0 million for the three month period ended March 31, 2015.  This increase was primarily driven by strong growth in interest-earning assets over the last twelve months.

Non-interest income increased to $2.4 million for the three month period ended March 31, 2016 compared to $1.6 million for the three month period ended March 31, 2015.  This increase was primarily due to higher volumes in gains on sales of SBA loans, gains on sale of investment securities, and an increase in service fees on deposit accounts.

Non-interest expenses increased by $1.8 million, or 17%, to $12.3 million during the three month period ended March 31, 2016 compared to $10.5 million during the three months ended March 31, 2015. This increase was mainly caused by higher salaries and employee benefits as a result of annual merit increases along with increased staffing levels related to our growth strategy of adding and relocating stores. Occupancy and equipment expenses associated with the growth and relocation strategy also contributed to the increase in non-interest expenses.

3

Balance Sheet

The major components of the balance sheet are as follows (dollars in thousands):

Description	03/31/16		03/31/15		% Change		12/31/15		% Change
Total assets	$	1,482,673	$	1,263,983		17%	$	1,439,443		3%
Total loans (net)		890,088		777,857		14%		866,066		3%
Total deposits		1,337,607		1,121,397		19%		1,249,298		7%
Total core deposits		1,333,085		1,111,409		20%		1,239,422		8%

Total assets increased by $218.7 million, or 17%, as of March 31, 2016 when compared to March 31, 2015.  Deposits grew by $216.2 million to $1.3 billion as of March 31, 2016 compared to $1.1 billion as of March 31, 2015. The number of deposit accounts has grown by 42% during the past twelve months. The strong growth in assets, loans and deposits has been driven by the Company's successful execution of its aggressive growth strategy referred to as "The Power of Red is Back."

Core Deposits

Core deposits by type of account are as follows (dollars in thousands):

Description	03/31/16		03/31/15		% Change		12/31/15		% Change		1st Qtr 2016 Cost of Funds
Demand noninterest-bearing	$	263,990	$	237,307		11%	$	243,696		8%		0.00%
Demand interest-bearing		426,346		310,595		37%		381,499		12%		0.40%
Money market and savings		586,863		498,862		18%		556,525		5%		0.44%
Certificates of deposit		55,886		64,645		(14)%		57,702		(3)%		0.73%
Total core deposits	$	1,333,085	$	1,111,409		20%	$	1,239,422		8%		0.35%

Core deposits increased to $1.3 billion at March 31, 2016 compared to $1.1 billion at March 31, 2015 as the Company moves forward with its expansion strategy to increase the number of brick and mortar stores which drives the gathering of low-cost core deposits. The Company recognized strong growth in demand, money market and savings account balances on a year to year basis.

4

Lending

Loans by type are as follows (dollars in thousands):

Description	03/31/16		% of Total		03/31/15		% of Total		12/31/15		% of Total
Commercial real estate	$	358,740		40%	$	364,397		46%	$	349,726		40%
Construction and land development		45,815		5%		35,238		5%		46,547		5%
Commercial and industrial		181,828		20%		159,819		20%		181,850		21%
Owner occupied real estate		261,215		29%		188,783		24%		246,398		28%
Consumer and other		49,166		6%		40,159		5%		47,868		6%
Residential mortgage		2,353		0%		405		0%		2,380		0%
Gross loans	$	899,117		100%	$	788,801		100%	$	874,769		100%

Gross loans increased by $110.3 million, or 14%, to $899.1 million at March 31, 2016 compared to $788.8 million at March 31, 2015 as a result of an increase in quality loan demand over the last twelve months and continued success with the relationship banking model.  The Company experienced strongest growth in the commercial and industrial and owner occupied real estate categories.

Asset Quality

The Company's non-performing asset balances and asset quality ratios are highlighted below:

	Three Months Ended
	03/31/16		12/31/15		03/31/15
Non-performing assets / total assets		2.11%		1.66%		2.28%
Quarterly net loan charge-offs / average loans		(0.01)%		0.06%		0.31%
Allowance for loan losses / gross loans		1.00%		0.99%		1.39%
Allowance for loan losses / non-performing loans		45%		69%		44%
Non-performing assets / capital and reserves		25%		20%		23%

The percentage of non-performing assets to total assets decreased to 2.11% at March 31, 2016, compared to 2.28% as of March 31, 2015. Non-performing loans to total loans decreased significantly to 2.21% at March 31, 2016 compared to 3.17% at March 31, 2015 as a result of the successful migration of certain assets to the other real estate owned category through the work-out process.  The increase in non-performing assets to total assets on a linked quarter basis was driven by a single loan relationship that was categorized as 90 days past due but still accruing at March 31, 2016.  This relationship is currently in the process of collection.

5

Capital

The Company's capital ratios at March 31, 2016 were as follows:

	Actual March 31, 2016	Regulatory Guidelines "Well Capitalized"
Leverage Ratio	9.37%	5.00%
Common Equity Ratio	10.25%	6.50%
Tier 1 Risk Based Capital	12.20%	8.00%
Total Risk Based Capital	13.01%	10.00%
Tangible Common Equity	7.86%	n/a

Total shareholders' equity increased to $116.6 million at March 31, 2016 compared to $113.9 million at March 31, 2015.  Tangible book value per share increased to $3.08 at March 31, 2016 compared to $3.01 per share at March 31, 2015.

About Republic Bank

Republic Bank, a subsidiary of Republic First Bancorp, Inc., is a full-service, state-chartered commercial bank, whose deposits are insured up to the applicable limits by the Federal Deposit Insurance Corporation (FDIC). The Bank provides diversified financial products through its eighteen stores located in Abington, Bala Cynwyd, Plymouth Meeting, Media, Wynnewood and Philadelphia, Pennsylvania and Haddonfield, Cherry Hill, Voorhees, Glassboro, Marlton, Berlin and Washington Township, New Jersey.  Republic Bank stores are open 7 days a week, 361 days a year, with extended lobby and drive-thru hours providing customers with the most convenient hours compared to any bank in its market.  The Bank also offers free checking, free coin counting, ATM/Debit cards issued on the spot and access to more than 55,000 surcharge free ATMs worldwide via the Allpoint Network.  For more information about Republic Bank, visit www.myrepublicbank.com.

6

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 Securities and Exchange Commission. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements.  For example, risks and uncertainties can arise with changes in: general economic conditions, including turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; the adequacy of our allowance for loan losses and our methodology for determining such allowance; adverse changes in our loan portfolio and credit risk-related losses and expenses; concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; changes in interest rates; business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; deposit flows; loan demand; the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; our securities portfolio and the valuation of our securities; accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; rapidly changing technology; litigation liabilities, including costs, expenses, settlements and judgments; and other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services.  You should carefully review the risk factors described in the Form 10-K for the year ended December 31, 2015 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 U.S. 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.

Source:

Republic First Bancorp, Inc.

Contact:

Frank A. Cavallaro, CFO

(215) 735-4422

7

Republic First Bancorp, Inc.
Consolidated Balance Sheets
(Unaudited)
	March 31,			December 31,			March 31,
(dollars in thousands)	2016			2015			2015
ASSETS
Cash and due from banks	$	18,000		$	13,777		$	25,316
Interest-bearing deposits and federal funds sold		47,198			13,362			137,212
Total cash and cash equivalents		65,198			27,139			162,528
Securities - Available for sale		260,269			284,795			187,024
Securities - Held to maturity		178,628			172,277			66,742
Restricted stock		1,179			3,059			1,157
Total investment securities		440,076			460,131			254,923
Loans held for sale		1,983			3,653			4,955
Loans receivable		899,117			874,769			788,801
Allowance for loan losses		(9,029	)		(8,703	)		(10,944	)
Net loans		890,088			866,066			777,857
Premises and equipment		49,586			46,164			36,573
Other real estate owned		11,393			11,313			3,827
Other assets		24,349			24,977			23,320
Total Assets	$	1,482,673		$	1,439,443		$	1,263,983
LIABILITIES
Non-interest bearing deposits	$	263,990		$	243,695		$	237,307
Interest bearing deposits		1,073,617			1,005,603			884,090
Total deposits		1,337,607			1,249,298			1,121,397
Short-term borrowings		-			47,000			-
Subordinated debt		22,476			22,476			22,476
Other liabilities		5,988			7,294			6,210
Total Liabilities		1,366,071			1,326,068			1,150,083
SHAREHOLDERS' EQUITY
Common stock - $0.01 par value		384			384			383
Additional paid-in capital		153,069			152,897			152,352
Accumulated deficit		(31,748	)		(32,833	)		(34,738	)
Treasury stock at cost		(3,725	)		(3,725	)		(3,725	)
Stock held by deferred compensation plan		(183	)		(183	)		(183	)
Accumulated other comprehensive loss		(1,195	)		(3,165	)		(189	)
Total Shareholders' Equity		116,602			113,375			113,900
Total Liabilities and Shareholders' Equity	$	1,482,673		$	1,439,443		$	1,263,983

Republic First Bancorp, Inc.
Consolidated Statements of Operations
(Unaudited)
	Three Months Ended
	March 31,			December 31,			March 31,
(dollars in thousands, except per share amounts)	2016			2015			2015
INTEREST INCOME
Interest and fees on loans	$	9,931		$	9,786		$	9,077
Interest and dividends on investment securities		2,768			2,565			1,607
Interest on other interest earning assets		63			55			77
Total interest income		12,762			12,406			10,761
INTEREST EXPENSE
Interest on deposits		1,165			1,137			1,018
Interest on borrowed funds		306			282			276
Total interest expense		1,471			1,419			1,294
Net interest income		11,291			10,987			9,467
Provision for loan losses		300			500			-
Net interest income after provision for loan losses		10,991			10,487			9,467
NON-INTEREST INCOME
Service fees on deposit accounts		570			506			363
Gain on sale of SBA loans		833			455			578
Gain on sale of investment securities		296			35			-
Other non-interest income		713			3,744			636
Total non-interest income		2,412			4,740			1,577
NON-INTEREST EXPENSE
Salaries and employee benefits		6,052			5,821			5,222
Occupancy and equipment		2,374			2,259			1,888
Legal and professional fees		449			584			564
Foreclosed real estate		585			3,066			377
Regulatory assessments and related fees		342			337			292
Other operating expenses		2,541			2,379			2,175
Total non-interest expense		12,343			14,446			10,518
Income before provision (benefit) for income taxes		1,060			781			526
Provision (benefit) for income taxes		(25	)		(9	)		(2	)
Net income	$	1,085		$	790		$	528
Net Income per Common Share
Basic	$	0.03		$	0.02		$	0.01
Diluted	$	0.03		$	0.02		$	0.01
Average Common Shares Outstanding
Basic		37,837			37,826			37,816
Diluted		38,269			38,246			38,047

Republic First Bancorp, Inc.
Average Balances and Net Interest Income
(unaudited)
	For the three months ended							For the three months ended							For the three months ended
(dollars in thousands)	March 31, 2016							December 31, 2015							March 31, 2015
			Interest							Interest							Interest
	Average		Income/		Yield/			Average		Income/		Yield/			Average		Income/		Yield/
	Balance		Expense		Rate			Balance		Expense		Rate			Balance		Expense		Rate
Interest-earning assets:
Federal funds sold and other
interest-earning assets	$	47,109	$	63		0.54	%	$	65,611	$	55		0.33	%	$	130,418	$	77		0.24	%
Securities		437,514		2,862		2.62	%		409,141		2,656		2.60	%		254,741		1,674		2.63	%
Loans receivable		887,499		10,046		4.55	%		855,124		9,870		4.58	%		783,379		9,145		4.73	%
Total interest-earning assets		1,372,122		12,971		3.80	%		1,329,876		12,581		3.75	%		1,168,538		10,896		3.78	%
Other assets		87,685							85,340							61,974
Total assets	$	1,459,807						$	1,415,216						$	1,230,512
Interest-bearing liabilities:
Demand non interest-bearing	$	261,810						$	252,514						$	226,708
Demand interest-bearing		412,558		415		0.40	%		393,384		392		0.40	%		295,630		290		0.40	%
Money market & savings		559,458		609		0.44	%		552,673		578		0.41	%		489,779		553		0.46	%
Time deposits		65,414		141		0.87	%		71,463		167		0.93	%		75,485		175		0.94	%
Total deposits		1,299,240		1,165		0.36	%		1,270,034		1,137		0.36	%		1,087,602		1,018		0.38	%
Total interest-bearing deposits		1,037,430		1,165		0.45	%		1,017,520		1,137		0.44	%		860,894		1,018		0.48	%
Other borrowings		37,428		306		3.29	%		23,087		282		4.85	%		22,516		276		4.97	%
Total interest-bearing liabilities		1,074,858		1,471		0.55	%		1,040,607		1,419		0.54	%		883,410		1,294		0.59	%
Total deposits and
other borrowings		1,336,668		1,471		0.44	%		1,293,121		1,419		0.44	%		1,110,118		1,294		0.47	%
Non interest-bearing liabilities		7,478							7,901							7,094
Shareholders' equity		115,661							114,194							113,300
Total liabilities and
shareholders' equity	$	1,459,807						$	1,415,216						$	1,230,512
Net interest income			$	11,500						$	11,162						$	9,602
Net interest spread						3.25	%						3.21	%						3.19	%
Net interest margin						3.37	%						3.33	%						3.33	%
Note: The above tables are presented on a tax equivalent basis.

Republic First Bancorp, Inc.
Summary of Allowance for Loan Losses and Other Related Data
(unaudited)
	Three months ended
	March 31,			December 31,			March 31,
(dollars in thousands)	2016			2015			2015
Balance at beginning of period	$	8,703		$	8,323		$	11,536
Provision charged to operating expense		300			500			-
		9,003			8,823			11,536
Recoveries on loans charged-off:
Commercial		72			1			54
Consumer		-			1			31
Total recoveries		72			2			85
Loans charged-off:
Commercial		(46	)		(122	)		(677	)
Consumer		-			-			-
Total charged-off		(46	)		(122	)		(677	)
Net charge-offs		26			(120	)		(592	)
Balance at end of period	$	9,029		$	8,703		$	10,944
Net charge-offs as a percentage of
average loans outstanding		-0.01	%		0.06	%		0.31	%
Allowance for loan losses as a percentage
of period-end loans		1.00	%		0.99	%		1.39	%

Republic First Bancorp, Inc.
Summary of Non-Performing Loans and Assets
(unaudited)
	March 31,			December 31,			September 30,			June 30,			March 31,
(dollars in thousands)	2016			2015			2015			2015			2015
Non-accrual loans:
Commercial real estate	$	11,057		$	12,080		$	13,825		$	15,559		$	19,530
Consumer and other		762			542			547			418			426
Total non-accrual loans		11,819			12,622			14,372			15,977			19,956
Loans past due 90 days or more
and still accruing		8,037			-			844			256			5,013
Total non-performing loans		19,856			12,622			15,216			16,233			24,969
Other real estate owned		11,393			11,313			13,773			13,162			3,827
Total non-performing assets	$	31,249		$	23,935		$	28,989		$	29,395		$	28,796
Non-performing loans to total loans		2.21	%		1.44	%		1.80	%		1.97	%		3.17	%
Non-performing assets to total assets		2.11	%		1.66	%		2.10	%		2.31	%		2.28	%
Non-performing loan coverage		45.47	%		68.95	%		54.70	%		51.73	%		43.83	%
Allowance for loan losses as a percentage
of total period-end loans		1.00	%		0.99	%		0.98	%		1.02	%		1.39	%
Non-performing assets / capital plus
allowance for loan losses		24.87	%		19.61	%		23.61	%		24.13	%		23.07	%