UNITED STATES

SECURITIES 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

~~The~~February ~~Securities~~28, ~~Exchange Act of 1934~~2024

February 21, 2024

Date of Report (Date of earliest event reported)

REPUBLIC FIRST BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-17007	~~000~~23-~~17007~~2486815	~~23-2486815~~
(State or other jurisdiction	(Commission	(~~Commission~~IRS Employer	~~(IRS Employer~~
of incorporation)	File Number)	~~File~~Identification ~~Number~~No.)	~~Identification No.)~~
50 South 16th Street, Suite 2400, Philadelphia, Pennsylvania		19102
(Address of principal executive offices)		(Zip Code)

50 South 16th Street, Suite 2400, Philadelphia, Pennsylvania		19102
(Address of principal executive offices)		(Zip Code)

(215) 735-4422

Registrant’s telephone number, including area code

N/A

(Former name or former address, 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))

Title of ~~each~~Each ~~class~~Class Trading Symbol(s) Name of ~~each~~Each ~~exchange~~Exchange on ~~which~~Which ~~registered~~Registered Common Stock FRBK OTC Expert Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Emerging ~~4.01.~~growth ~~Changes in Registrant’s Certifying Accountant.~~company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ~~Dismissal~~ of ~~Independent~~the ~~Registered~~Exchange ~~Public Accounting Firm~~Act. ☐

OnItem ~~February 21, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors of Republic First Bancorp, Inc~~1.02 ~~(the~~Termination ~~“Company”) approved the dismissal~~ of ~~Crowe~~a ~~LLP~~Material ~~(“Crowe”)~~Definitive ~~as the Company's independent registered public accounting firm, effective as of February 21, 2024~~Agreement.

~~The~~As ~~audit~~previously ~~report~~reported ~~of Crowe~~ on the ~~consolidated~~Current ~~financial~~Report ~~statements~~on ofForm ~~the~~8-K ~~Company~~and ~~for~~Current ~~the~~Report ~~fiscal~~on ~~year~~Form ~~ended~~8-K/A ~~December~~filed ~~31,~~by ~~2021~~Republic ~~(the~~First ~~only~~Bancorp, ~~year~~Inc. ~~for which Crowe provided an audit report on~~ (the ~~consolidated financial statements of the~~ “Company”) ~~did~~on ~~not~~November ~~contain~~2, an2023 ~~adverse opinion or a disclaimer of opinion~~ and ~~was~~November ~~not~~30, ~~qualified or modified as to uncertainty~~2023, ~~audit scope~~respectively, ~~or accounting principles. Crowe has not issued its report on~~ the Company’s ~~consolidated~~entered ~~financial~~into ~~statements~~that ~~for~~certain ~~the~~Securities ~~fiscal~~Purchase ~~year~~Agreement, ~~ended~~dated ~~December~~October 3127, ~~2022~~2023, ~~and~~with ~~the~~George ~~Company~~E. ~~has~~Norcross, ~~not~~III, ~~yet~~Gregory ~~filed~~B. ~~the~~Braca, ~~related~~Philip ~~Annual~~A. ~~Report~~Norcross, onAlessandra ~~Form 10-K~~T. ~~Crowe~~Norcross ~~will~~and ~~not~~Alexander ~~complete~~S. ~~its~~Norcross ~~audit~~(collectively, ~~procedures for~~ the ~~Company’s consolidated financial statements for the fiscal year ended December 31~~“Purchasers”), ~~2022~~ and ~~was~~the ~~not~~First ~~engaged~~Amendment to ~~audit~~Securities ~~the~~Purchase ~~Company’s~~Agreement, ~~consolidated~~dated ~~financial~~November ~~statements~~30, ~~for~~2023, ~~the~~respectively ~~year~~(collectively, ~~ended~~the ~~December~~“Securities ~~31,~~Purchase ~~2023~~Agreement”).

~~During~~On ~~the~~February ~~Company’s two most recent fiscal years ended December 31~~28, ~~2023 and December 31~~2024, ~~2022 and~~ the ~~subsequent~~Purchasers ~~interim~~elected ~~period~~to ~~from~~terminate ~~January~~the 1,Securities ~~2024~~Purchase ~~through~~Agreement ~~February~~pursuant ~~21,~~to ~~2024,~~Section ~~there were:~~ 6.10(ia)(ii) notherein ~~disagreements~~because ~~between~~ the ~~Company~~transactions ~~and~~contemplated ~~Crowe~~by onthe ~~any~~Securities ~~matter~~Purchase ofAgreement ~~accounting~~will ~~principles~~not orbe ~~practices,~~consummated ~~financial~~by ~~statement~~February ~~disclosure~~29, or2024 ~~auditing~~(the ~~scope~~“Outside orDate”). ~~procedures~~The ~~which,~~termination ifof ~~not~~the ~~resolved~~Securities toPurchase ~~Crowe’s~~Agreement ~~satisfaction,~~will ~~would~~be ~~have~~effective ~~caused~~at ~~Crowe~~5:00 topm ~~make~~Eastern ~~reference~~Time toon the ~~subject~~Outside ~~matter~~Date, ofand the ~~disagreement~~Securities inPurchase ~~connection~~Agreement ~~with~~will ~~its~~be ~~reports;~~of ~~and (ii)~~ no ~~“reportable~~further ~~events”~~force asand ~~defined~~effect inexcept ~~Item~~for ~~304(a)(1)(v)~~those ofprovisions ~~Regulation~~that ~~S-K~~expressly ofsurvive the ~~Securities Exchange Act of 1934 (the “Exchange Act”) except for the following:~~termination.

A)The ~~Crowe~~foregoing ~~advised~~description of the ~~Company,~~Securities ~~and~~Purchase ~~the~~Agreement ~~Company’s~~does ~~management~~not ~~concurred,~~purport ~~that~~to ~~the~~be ~~following~~complete ~~material~~and ~~weaknesses~~is qualified in ~~internal~~its ~~control~~entirety ~~over~~by ~~financial~~the ~~reporting~~full ~~existed~~text atof ~~December~~the ~~31,~~Securities ~~2022~~Purchase ~~(some~~Agreement, of which ~~have~~was ~~been~~ previously ~~disclosed~~filed inas Exhibit 10.1 to the ~~Quarterly~~Company’s Current Report ~~for~~on Form 8-K on November 2, 2023, and the ~~quarter~~Company’s ~~ended~~Current ~~September~~Report on Form 8-K/A on November 30, ~~2022):~~2023.

1Item 7.01 aRegulation ~~failure~~FD to maintain an effective control environment, which resulted in deficiencies in the communication of certain relevant information to the Board of Directors of the Company, including information related to branch expenditures and the material weaknesses identified in items two through four identified below;Disclosure.

2.In aresponse ~~failure~~ to ~~maintain~~media ~~effective~~inquiries ~~controls~~regarding ~~over~~ the ~~implementation~~termination of the ~~Financial~~Securities ~~Accounting~~Purchase ~~Standards~~Agreement ~~Board’s~~as ~~accounting~~set ~~standard,~~forth ~~Financial~~in ~~Instruments~~Item –1.02 ~~Credit~~in ~~Losses~~this ~~(“Topic~~Current ~~326”),~~Report ~~Measurement of Credit Losses~~ on ~~Financial~~Form ~~Instruments~~8-K, ~~specifically,~~the ~~with~~Company ~~regard~~intends to ~~the~~provide ~~quantification and review of~~ the ~~transition~~following ~~adjustment from the incurred loss model to the Current Expected Loss Model (“CECL”);~~statement:

3.“Our astrategic ~~failure~~plan tohas ~~maintain~~been ~~effective~~designed ~~controls~~to ~~over~~be ~~the~~executed ~~measurement~~even ofwithout ~~Allowance~~the ~~for~~investment ~~Credit~~announced ~~Losses~~last infall. ~~accordance~~We ~~with~~have ~~Topic~~continued ~~326, specifically the failure: (A)~~ to ~~identify~~maintain ~~and assess~~ the ~~risk~~bank’s ~~introduced~~adequately bycapitalized ~~Topic~~position, ~~326 impacting the system of internal control; (B) over the design~~ and ~~operation~~believe ofwe ~~the~~have ~~controls~~a ~~over~~strong ~~the~~deposit ~~data,~~base ~~assumptions~~ and ~~methods~~ample ~~utilized~~liquidity. inWe ~~the~~also ~~development~~believe ofwe ~~the~~have ~~Allowance for Credit Losses; (C) over~~ the ~~relevant~~resources ~~expertise~~ to ~~assess~~allow ~~the~~our ~~model;~~talented ~~and~~employees ~~(D)~~ to ~~maintain~~continue ~~appropriate~~to ~~oversight~~deliver ~~and~~extraordinary ~~governance~~service ~~over~~to ~~the~~our ~~Allowance~~loyal ~~for Credit Losses;~~customers.

4.As apreviously ~~failure~~disclosed, inwe ~~the~~engaged ~~design~~Wolf of& ~~System~~Company ~~Development~~for ~~Lifecycle~~2022, ~~controls~~2023 ~~related~~and 2024 to ~~the~~support ~~conversion~~us ofin ~~the~~getting ~~core~~current ~~banking~~with ~~system~~our annual and ~~general~~periodic ~~ledger~~financial ~~that~~reporting ~~occurred~~obligations inand ~~June~~believe ~~2022,~~this ~~which~~is ~~resulted~~key for us and investors in ~~inappropriate~~considering ~~system~~opportunities ~~access~~for ~~after~~growth ~~implementation;~~capital in the future.”

5The information in this Item 7.01 ~~certain~~of ~~instances,~~this ~~due~~Current toReport ~~the~~on ~~core~~Form ~~system~~8-K ~~and~~is ~~general~~being ~~ledger~~furnished ~~conversions~~and ~~during~~shall ~~2022,~~not ~~where~~be ~~there~~deemed ~~was~~“filed” afor ~~failure~~the inpurposes ~~(i)~~of ~~general~~Section ~~ledger~~18 ~~reconcilements~~of ~~being~~the ~~prepared~~Securities ~~and~~Exchange ~~reviewed~~Act ~~timely~~of 1934, as amended (iithe “Exchange Act”), ~~the~~or ~~proper~~otherwise ~~retention~~subject to the liabilities of ~~supporting~~that ~~documentation~~Section, innor ~~relation~~shall it be deemed subject to ~~reconciling~~the ~~items~~requirements ~~over~~of 90amended ~~days~~Item 10 of Regulation S-K, ~~and~~nor ~~(iii)~~shall ~~the~~it ~~identification~~be ofdeemed ~~obsolete~~incorporated ~~accounts~~by ~~and~~reference ~~incomplete~~into ~~general~~any ~~ledger~~filing ~~reconcilements~~of ~~noted~~the atCompany ~~December~~under 31the Securities Act of 1933, ~~2022~~as amended, ~~which~~or ~~gave~~the ~~rise~~Exchange toAct, awhether ~~material~~made ~~weakness~~before ~~when~~or ~~taken~~after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the ~~aggregate;~~materiality of any such information.

6.Forward aLooking failure in the operating effectiveness of review and approval controls over manual journal entries that flow from the core system to the general ledger, which resulted in unauthorized entries being manually posted without proper review or approval of those entries; andStatements

7The 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 “Commission”). aThe ~~failure~~forward-looking statements contained in this disclosure, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the ~~operating~~forward-looking ~~effectiveness~~statements. ~~within~~The ~~deposit~~Company and its operations ~~over~~are subject to numerous risks and uncertainties that include: general economic conditions, including turmoil in the ~~review~~financial markets and ~~authorization~~related efforts of government agencies to stabilize the financial system; geopolitical conflict and inflationary pressures including Federal Reserve interest rate hikes; the effect of potential recessionary conditions; the assumptions used in our capital analysis; the adequacy of our allowance for credit 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; inflation; changes to our primary service area; changes in interest rates; our ability to identify, negotiate, secure and develop new branch locations and renew, modify, or terminate leases or dispose of properties for existing branch locations effectively; 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 ~~account~~flows; ~~status~~loan demand; the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; our securities portfolio and the valuation of our securities; accounting principles, ~~such~~policies and guidelines as awell ~~new~~as ~~account~~estimates ~~opening~~and assumptions used in the preparation of our financial statements; rapidly changing technology; the failure to maintain current technologies; failure to attract or retain key employees; our ability to access cost-effective funding; fluctuations in real estate values; litigation liabilities, ~~dormant~~including ~~account~~costs, ~~identification~~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 fiscal year ended December 31, 2021 and other documents the Company files from time to time with the Securities and Exchange Commission. The words “would be,” “could be,” “should be,” “may,” “will,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions or avariations ~~deposit~~on ~~account~~such expressions are intended to identify forward-looking statements. All such statements are made in angood ~~overdraft~~faith ~~position~~by the Company pursuant to the “safe harbor” provisions of the 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.

2 Item 9.01. Financial Statements and Exhibits

B) Crowe advised the Company of certain matters that if further investigated, might materially impact the fairness or reliability of the financial statements issued or to be issued covering fiscal period(sd) ~~subsequent to the date of the most recent financial statements covered by an audit report~~ Exhibits. ~~However due to Crowe’s dismissal, Crowe did not conduct further investigation. These matters are as follows:~~

1. Going concern, including consideration of i) financial and capital projections and ii) both bank and parent company liquidity positions; and

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

2. Subsequent events, including consideration of i) the accounting for and measurement of available-for-sale and held-to-maturity investment securities, including the related impairment measurement under the applicable accounting guidance in consideration of the bank liquidity position and ii) changes to management’s Current Expected Credit Losses (CECL) model at December 31, 2023.

Except for the consideration of the above-mentioned changes to management’s CECL model at December 31, 2023, the Audit Committee discussed the reportable events with Crowe. The Company has authorized Crowe to respond fully to the inquiries of Wolf & Company, P.C. (“Wolf”), as successor auditor, concerning the subject matter of the reportable events.

Before filing this Current Report on Form 8-K with the SEC, the Company provided Crowe with a copy of the foregoing disclosure made by the Company in response to Item 304 of Regulation S-K under the Exchange Act and requested that Crowe issue a letter, addressed to the SEC, stating whether or not Crowe agrees with such disclosure, and, if not, stating the respects in which it does not agree. A copy of Crowe’s letter, dated February 27, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm

On February 21, 2024, the Audit Committee approved the appointment of Wolf as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2022, 2023 and 2024, pursuant to an engagement letter effective as of February 27, 2024.

During the Company’s two most recent fiscal years ended December 31, 2023 and December 31, 2022 and the subsequent interim period from January 1, 2024 through February 21, 2024, neither the Company nor anyone on its behalf consulted with Wolf regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company by Wolf that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the Exchange Act) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

16.1 Letter of Crowe LLP dated February 27, 2024

104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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.
Dated: February 29, 2024	REPUBLIC FIRST BANCORP,INC.
Dated: February 27, 2024	By:	/s/ Michael W. Harrington
	By:	/s/ Brian F. Doran
	Name:	~~Michael~~Brian WF. ~~Harrington~~Doran
	Title:	~~Chief~~Executive ~~Financial~~Vice ~~Officer~~President and
		General Counsel

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