Republic First Bancorp in Philadelphia is being delisted from the Nasdaq stock market due to its failure to file a 10-K annual report for 2022 with the Securities and Exchange Commission.
The $6 billion-asset Republic First said in a statement Tuesday that shares would cease trading on Nasdaq and move to the OTC Pink market Wednesday while retaining the FRBK stock symbol. The OTC Markets Group is divided into three tiers with OTC Pink the least regulated. There are no filing requirements for companies that trade on the so-called Pink Sheets. Nasdaq, by contrast, requires listed companies to file annual reports within 60 to 90 days of the end of a fiscal year, depending on the proportion of shares held by public investors.
Republic First cited failures by previous management teams to maintain adequate internal controls, as well as complications stemming from a systems conversion implemented in June 2022 as contributing factors in the filing delay. "The audit process that new management and the company's external advisors had to undertake has been extensive and time consuming," Republic First said in the statement.
While Republic First declined to provide an estimate of when it would file the 2022 annual report, the company noted it could apply to list on a major stock exchange after filing its delayed reports and meeting other filing requirements.
That possibility failed to mollify investors. The stock closed down nearly 56% Tuesday at 31 cents per share.
Republic First's current management team, led by CEO Thomas Geisel and Chief Financial Officer Michael Harrington, took over in December. Banking veteran Vernon Hill served as CEO from February 2021 until August 2022, when he
Republic First reported a $28 million profit for 2021 and $24.2 million for 2022, but its bottom-line results have suffered this year as different groups continued to
Tuesday's delisting announcement comes six weeks before Republic First is scheduled to convene its 2022 annual meeting, which has been delayed by corporate and legal wrangling. A dissident investor group led by New Jersey Insurance executive George Norcross and former TD Bank CEO Greg Braca plans to seek the three contested board seats with a slate of candidates led by Braca.
