NT 10-K 1 frbk20220317_nt10k.htm FORM NT 10-K frbk20220317_nt10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

Commission File Number: 000-17007

CUSIP Number: 760416107

NOTIFICATION OF LATE FILING

           

(Check One):

☑ Form 10-K

☐ Form 20-F

☐ Form 11-K

☐ Form 10-Q

 

☐ Form 10-D

☐ Form N-SAR

☐ Form N-CSR

     
 

For Period Ended:  December 31, 2021

 

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: __________________________________________

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:


 

 

PART I REGISTRANT INFORMATION

 

Republic First Bancorp, Inc.

 


Full Name of Registrant

 


Former Name if Applicable

 

50 South 16th Street, Suite 2400


Address of Principal Executive Office (Street and Number)

 

Philadelphia, Pennsylvania 19102


City, State and Zip Code

 


 

 

 

 

 

PART II RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

(c)

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Republic First Bancorp, Inc. (the “Company”) was unable to finalize, and therefore file, its Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”) by the prescribed due date without unreasonable effort or expense as a result of matters disclosed in recent public filings and press releases. The Company currently anticipates filing its Form 10-K on or before the fifteenth calendar day extension provided by Rule 12b-25.

 

Safe Harbor Statement

 

This notice contains certain forward-looking statements” relating to the business of the Company and its subsidiary companies.  All statements, other than statements of historical fact included herein are forward-looking statements” including statements regarding: the timing, duration and outcome of its work in connection with restating certain financial statements; the Company's business and operations; business strategy, plans, and objectives of the Company and its subsidiaries; and any other statements of non-historical information.  These forward-looking statements are often identified by the use of forward-looking terminology such as believes,” expects” or similar expressions and involve known and unknown risks and uncertainties.  Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect.  Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this filing.  The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.  For additional information and risk factors that could affect the Company, see its filings with the Securities and Exchange Commission. The information contained in this filing is made as of the date hereof, even if subsequently made available by the Company on its website or otherwise.

 

PART IV OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Frank A. Cavallaro

 

215

 

430-5850

         

(Name)

 

(Area Code)

 

(Telephone Number)

 

 

 

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

 

☐ No     ☑   Yes

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

☑ No     ☐   Yes

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 


 

 

Republic First Bancorp, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date

March 17, 2022

By

/s/ Frank A. Cavallaro

     

Name: Frank A. Cavallaro

     

Title: Executive Vice President and Chief Financial Officer