Key Summary: In 2022, the Norcross Braca Group raised concerns about Republic First Bancorp’s leadership and stock performance, proposing investments and board changes while filing complaints and demanding transparency. By 2023, they resumed their proxy fight, nominated new board candidates, and engaged in discussions for a $75 million capital raise to strengthen the company's financial position. On September 26, 2023, they signed a non-binding Letter of Intent for this capital raise. On December 9, 2021, Driver Management nominated three candidates for the board at the 2021 AGM. On October 4, 2022, the company announced a cooperation agreement with Driver Management, appointing Peter B. Bartholow as a director.Market Cap: $12 million | Republic First Bancorp, Inc. operates as the holding company for Republic First Bank that provides a range of credit and depository banking products and services to individuals and businesses.
George E. Norcross, III
In January 2022, the Norcross Braca Group expressed concerns about the underperforming stock price of Republic First Bancorp and called for leadership changes. Over the following months, the group increased its stake in the company, opposed director reappointments, filed complaints and demands with the SEC and court, proposed a $50 million investment, and requested the appointment of a special committee to investigate misconduct. In November 2022, they called for the resignation of the Interim CEO and nominated Gregory B. Braca for the Board. Legal battles ensued, and in May 2023, the group resumed their proxy fight, aiming to replace board members and install new management. They also questioned the company's decision to suspend a capital raise and urged the cutting of director perks. Throughout this period, the group sought transparency, engagement, and changes to improve the company's performance.
On June 1, 2023, Norcross Braca Group blasted the appointment of Andrew B. Cohen as Chairman of the Board.
On June 2, 2023, the Norcross Braca Group filed a shareholder derivative complaint against directors of the company, alleging breaches of fiduciary duties, self-dealing, false statements, and mismanagement. The plaintiffs seek restitution for the company, including disgorgement of compensation and benefits received during the alleged misconduct. Source
On June 6, 2023, the Norcross Braca Group publicly demanded the resignation of Thomas X. Geisel as President, CEO, and board member, alongside their call for the resignation of other Board members.
On June 20, 2023, the Norcross Braca Group delivered a letter to the Board calling for the resignation or removal of Andrew B. Cohen as Chairman of the Board.
On June 26, 2023, the Norcross Braca Group issued a press release calling on the board to schedule its long overdue annual meeting, stop resorting to gamesmanship to protect their own positions, and end the secrecy around the Company’s operations.
On July 14, 2023, the Norcross Braca Group announced three candidates to be nominated to serve on the board. In the press release, the group stated that the company has faced dysfunction, poor performance, and various issues in the past 18 months. Braca expressed confidence in revitalizing the company with new leadership. The Norcross Braca group filed a complaint to prevent board size reduction and nominated three candidates following a court order requiring the company to reopen the nomination window.
On August 8, 2023, the Norcross Braca Group filed proxy materials seeking support for its nominees.
On August 29, 2023, the Norcross Braca Group stated that they are in early discussions for a potential equity investment and broader capital raising with the company and others. This transaction could potentially resolve ongoing litigation, impact governance arrangements including Board representation, and involve expense reimbursement. Source
On September 11, 2023, the Norcross Braca Group confirmed their support for the company's efforts to raise additional capital and mentioned ongoing discussions with another financial institution for a potential transaction. They have temporarily halted litigation against the company and are focused on assisting Republic First in securing additional capital. Source
On September 26, 2023, the company and the Norcross Braca Group have signed a non-binding Letter of Intent for a $75 million capital raise. The Norcross Braca Group will invest $35 million, contingent on the company raising an additional $40 million from third-party investors. This capital aims to strengthen Republic's financial position and improve operations. The Board of Directors will see changes, with two directors from the Norcross Braca Group and two from Additional Investors.
Driver Management
On December 9, 2021, Driver Management nominated three candidates for the board at the 2021 Annual General Meeting (AGM). They filed proxy materials on January 14, 2022, seeking support for their nominees and sent a letter to the board on February 2, 2022, emphasizing the need for significant change. On April 13, 2022, Driver Management expressed that it had demanded a shareholder list but had not received it. They filed additional proxy materials on April 26, 2022, and a complaint on May 2, 2022, seeking to compel the holding of the 2022 AGM. Meanwhile, on May 19, 2022, the company disclosed non-compliance with NASDAQ Listing Rules. On June 2, 2022, Driver Management filed proxy materials for a Special Meeting of shareholders, nominating a candidate for election to the board. On September 20, 2022, they expressed concerns about the employment agreement between the company and the interim CEO. Finally, on October 4, 2022, the company disclosed a cooperation agreement with Driver Management, appointing Peter B. Bartholow as a director on the board.
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