SC 13D/A

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. 40)*

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)

September 26, 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  0
	9	Sole Dispositive Power  746,122
	10	Shared Dispositive Power  0

11	Aggregate Amount Beneficially Owned by Each Reporting Person  746,122 (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)  1.1%(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 6,984,343 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.95% 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 August 3, 2023 is 70,183,407, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on August 7, 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  0
	9	Sole Dispositive Power  497,000
	10	Shared Dispositive Power  0

11	Aggregate Amount Beneficially Owned by Each Reporting Person  497,000(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)  0.7%(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  0
	9	Sole Dispositive Power  511,659
	10	Shared Dispositive Power  0

11	Aggregate Amount Beneficially Owned by Each Reporting Person  511,659(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)  0.7%(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  0
	9	Sole Dispositive Power  2,614,781
	10	Shared Dispositive Power  0

11	Aggregate Amount Beneficially Owned by Each Reporting Person  2,614,781(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)  3.7%(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  0
	9	Sole Dispositive Power  2,614,781
	10	Shared Dispositive Power  0

11	Aggregate Amount Beneficially Owned by Each Reporting Person  2,614,781(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)  3.7%(2)
14	Type of Reporting Person (See Instructions)  IN

This Amendment No. 40 (“Amendment No. 40”) 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. 40 (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 September 26, 2023, George E. Norcross, III, Philip A. Norcross and Gregory B. Braca signed a non-binding letter of intent (the “Letter of Intent”) with the Issuer, which is filed herewith as Exhibit 7(p) and is incorporated herein by reference in its entirety. On September 27, 2023, the Reporting Persons and the Issuer issued a joint press release announcing the signing of the Letter of Intent, which is filed herewith as Exhibit 7(q).

The Reporting Persons give no assurance that any transaction will be entered into, or as to the timing of any such transaction or steps toward a transaction. The Reporting Persons cannot predict how the Letter of Intent, or any definitive agreement with respect thereto, may be supplemented or revised or what further actions would be taken by the Reporting Persons. Each Reporting Person reserves the right to take actions, including those that relate to or could result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D, other than as described in this Item 4.

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(p)	Letter of Intent, dated September 26, 2023
7(q)	Press Release, dated September 27, 2023

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 27, 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

EX-99.7(P)

Exhibit 7(p)

September 26, 2023

Republic First Bancorp, Inc.

50 South 16^th Street, Suite 2400

Philadelphia, Pennsylvania 19102

Attention: Mr. Thomas X. Geisel

President, Chief Executive Officer

Ladies & Gentlemen:

This letter of intent (the “Letter of Intent”) is intended to memorialize the current good faith intentions of Republic First, Bancorp, Inc. (“Republic First”) and the Norcross Braca Group with respect to a potential investment by the Norcross Braca Group in Republic First, as reflected in discussions to date.

1. Investment. Certain members of the Norcross Braca Group (and other investors as may be introduced to Republic First by the Norcross Braca Group) (collectively, the “Investors”) will invest at least $35 million in Republic First (the “Investment”), subject to shareholder approval and all required regulatory approvals in a form acceptable to the Investors. The form of securities issued in the Investment will be determined but will consist of common stock and, solely to the extent necessary to limit the amount of common stock issued in light of regulatory considerations, other forms of securities. The Board of Directors of Republic First (the “Board”) will waive the share ownership restriction set forth in Article XII of the Republic First Articles of Incorporation and waive, satisfy, or obtain required consent to avoid any applicable control share acquisition statute for purposes of the Investment.

2. Additional Investors. Republic First will use reasonable best efforts and work with Raymond James (with reasonable assistance by the Investors) to raise an additional $60-$70 million from third party investors (the “Additional Investors”), with a minimum required aggregate investment by the Additional Investors of $40 million. The consummation of the investments by the Investors and the Additional Investors will occur simultaneously.

3. Board of Directors. Concurrently with the execution of a definitive agreement with regards to the Investment (the “Definitive Agreement”), the Investors will have the right to appoint two non-voting observers to the Board. Upon the consummation of the Investment (the “Closing”), the Board will consist of nine members, comprising the Chief Executive Officer of Republic First, two representatives of the Investors, two new independent directors, two Additional Investors or independent directors to be identified by the Additional Investors, and two legacy Republic First Directors, with the other four legacy Republic First Directors resigning at closing. The identity of the Chairman of the Board will be determined at a later date.

4. Exclusivity. The Definitive Agreement will provide for a customary exclusivity provision whereby Republic First will agree not to engage in discussions or negotiations regarding any proposal or offer by a third party, other than as agreed by the parties, for an alternative transaction without the consent of, and participation with, the Investors.

5. Interim Operating Covenants. The Definitive Agreement will include customary interim operating covenants in favor of the Investors.

6. Dismissal of Litigation and Proxy Contest. Promptly following the signing of the Definitive Agreement, the Norcross Braca Group will dismiss all litigation against Republic First without prejudice and cease its proxy solicitation efforts. Promptly following the Closing, the dismissal of such litigation against Republic First will be made with prejudice.

7. Compensation. Upon the earlier of (1) the Closing or (2) the approval of the Board, the Norcross Braca Group will be paid a consulting fee of at least $6 million and will be reimbursed for at least $4.5 million of its expenses incurred in connection with its existing investment in Republic First and related matters. Additionally, upon the Closing, Republic First will pay reasonable, documented, out-of-pocket legal counsel and investment banker fees and expenses of the Norcross Braca Group in connection with a potential capital raise transaction and any related matters, to the extent actually incurred or earned (collectively, the “Investment Expenses”). The Definitive Agreement will include a customary termination fee, which such termination fee will include the Investment Expenses, in the event the Definitive Agreement is terminated prior to the Closing and, within 12 months thereafter, Republic First consummates an alternative transaction in the form of a capital raise or acquisition/combination. Republic First and Republic First Bank will act as co-obligors with respect to payments of the amounts set forth in this paragraph 7.

8. Non-Binding. This Letter of Intent is solely intended as an expression of interest and shall not be a legally binding agreement, except the parties hereto shall be bound by the terms of paragraphs 7, 9, 10, and this paragraph 8. Except as aforesaid, neither the Norcross Braca Group nor Republic First shall have any obligation or liability of any kind or nature with respect to the potential investment until such time as they, in their sole discretion, fully execute and deliver a definitive agreement (and then only to the extent therein set forth).

9. Choice of Law. This Letter of Intent shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the choice of laws principles thereof that would result in the application of any law other than the laws of the State of New York.

10. Miscellaneous. No provision of this Letter of Intent shall be deemed to be waived by any party unless such waiver is in a writing signed by the party providing the waiver. This Letter of Intent, together with the Confidentiality Agreement executed among the parties on August 12, 2023, as amended from time to time, constitutes the entire legally binding and enforceable agreement between the parties hereto with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous agreements, written or oral, between such parties with respect to the subject matter hereof.

If the foregoing conforms to your understanding of our arrangements, please so signify by executing the enclosed copy of this Letter of Intent in the space provided and delivering it to us. This Letter of Intent may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.

We look forward to working with you on the potential investment.

2

Sincerely,
GEORGE E. NORCROSS, III
By:	/s/ GEORGE E. NORCROSS, III
GREGORY B. BRACA
By:	/s/ GREGORY B. BRACA
PHILIP A. NORCROSS
By:	/s/ PHILIP A. NORCROSS

Signature Page to Letter of Intent

Date Accepted: September 26, 2023

Accepted and agreed:

Republic First Bancorp, Inc.

By:	/s/ Thomas X. Geisel
Name: Thomas X. Geisel
Title: President & CEO

Signature Page to Letter of Intent

EX-99.7(Q)

Exhibit 7(q)

Republic Bank and Norcross Braca Group Announce Signing of Letter of Intent

Norcross Braca Group Will Invest at Least $35 Million as Part of a $75 Million Capital Raise and Will Gain Membership on Reconstituted Board

PHILADELPHIA, PA – Republic First Bancorp, Inc. (OTCEM: FRBK) (“Republic” or the “Company”), the parent company of Republic First Bank d/b/a Republic Bank, and George E. Norcross, III, Gregory B. Braca, Philip A. Norcross and affiliates (collectively, the “Norcross Braca Group”), today announced the signing of a non-binding Letter of Intent (the “LOI”) that includes a significant investment by the Norcross Braca Group as part of a capital raise totaling at least $75 million (the “Capital Raise”) and provides for the reconstitution of the Company’s Board of Directors and the departure of a majority of legacy directors, among other provisions.

Under the LOI, the Norcross Braca Group will make a new investment of at least $35 million in the Company. As a condition to the investment, the Company will raise at least $40 million of additional capital from third-party investors (the “Additional Investors”). The Company anticipates that the proceeds of the Capital Raise will be used to strengthen Republic’s financial position and improve its operations, all with the goal of enhancing shareholder value.

Upon the consummation of the Capital Raise, the Company’s Board would consist of nine members, including two directors designated by the Norcross Braca Group, two candidates put forth by the Additional Investors, two new independent directors, the Company’s Chief Executive Officer and two legacy independent directors. In the interim, with the execution of a definitive agreement for the Capital Raise, the Norcross Braca Group will have the right to appoint two non-voting observers to the Board.

Pursuant to the LOI, upon the execution of a definitive agreement for the Capital Raise, the Norcross Braca Group will dismiss all litigation against Republic and cease its proxy solicitation efforts. Upon the consummation of the Capital Raise, Republic will pay certain fees and expenses of the Norcross Braca Group and assume certain investment banking and legal expenses.

Thomas X. Geisel, President and Chief Executive Officer of Republic, commented:

“In addition to strengthening our balance sheet, we anticipate that this additional capital will provide greater flexibility to invest in the business and deliver extraordinary service to our loyal customer base and depositors. With this announcement, we plan to work with the Norcross Braca Group to put Republic on the best footing possible to enhance value for all shareholders. We would like to thank the Norcross Braca Group for their constructive engagement in getting to this point and appreciate the value they see in Republic.”

George E. Norcross, III, stated:

“As significant Republic shareholders, we believe in the Company’s potential and are excited about being part of its next chapter. We appreciate the Board’s engagement throughout this process and look forward to working together. Ultimately, we share a common goal: helping the Company deliver outstanding service to its customers and depositors, investing in its communities and employees and improving value for shareholders.”

The transaction is subject to the negotiation of and entry into definitive agreements. Any definitive agreement will contain customary closing conditions, including, among others, shareholder and regulatory approvals.

Advisors

Squire Patton Boggs (US) LLP and Vinson & Elkins, L.L.P. are serving as legal advisors to the Company. Sullivan & Cromwell LLP and Ballard Spahr are serving as legal advisors to the Norcross Braca Group.

About Republic Bank

Republic Bank is the operating name for Republic First Bank. Republic First Bank 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 33 offices located in Atlantic, Burlington, Camden, and Gloucester Counties in New Jersey; Bucks, Delaware, Montgomery and Philadelphia Counties in Pennsylvania and New York County in New York. For more information about Republic Bank, please visit myrepublicbank.com.

Forward Looking Statements

This press release, and oral statements made regarding the subjects of this release, contains “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, or the Reform Act, which may include, but are not limited to, statements regarding the Company’s estimates, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts, including statements identified by words such as “believe,” “plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and similar expressions. All statements addressing the Company’s future plans, including plans to raise additional capital, strategies and operating results are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on management’s current views and assumptions regarding future events and operating performance, and are inherently subject to significant uncertainties and contingencies and changes in circumstances, many of which are beyond the Company’s control. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release. You should carefully review the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 and other documents the Company files from time to time with the SEC.

Contacts

For Republic:

Longacre Square Partners

Joe Germani / Greg Marose, (646) 277-8813

frbk@Longacresquare.com

For the Norcross Braca Group:

The Echo Group, LL

Daniel F. Fee, Esq., (215) 704-3160

dan@echo-group.com