Form 8-K - Current report

 

 

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

 

Date of Report (Date of Earliest Event Reported): December 13, 2024

 

BM TECHNOLOGIES, INC. 

(Exact name of registrant as specified in its charter)

 

Delaware		001-38633		82-3410369
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

201 King of Prussia Road, Suite 650, Wayne, PA 19087

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: [phone]

 

Not Applicable 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BMTX		NYSE American LLC
Warrants to purchase Common Stock		BMTX.W		NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously disclosed, on October 24, 2024, BM Technologies, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, First Carolina Bank, a North Carolina state-chartered bank (“Parent”), and Double Eagle Acquisition Corp, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly owned subsidiary of Parent. Following the execution of the Merger Agreement, the Company entered into certain compensatory arrangements with the Company’s officers as described below to mitigate certain adverse tax consequences under Section 280G or 4999 of the Internal Revenue Code of 1986, as amended, that could arise in connection with the transactions contemplated by the Merger Agreement (the “280G Tax Consequences”).

 

Acceleration of Payments Letters with Luvleen Sidhu and James Donahue

 

On December 13, 2024, the Company’s Board of Directors, upon recommendation of the Company’s Compensation Committee, approved the Company’s execution of an Acceleration of Payments Letter with each of Luvleen Sidhu and James Donahue (collectively, the “Acceleration Letters” and each executive, an “Executive”).  On December 13, 2024, the Company entered into the Acceleration Letters with each of the Executives. Pursuant to the terms of the Acceleration Letters, to mitigate the 280G Tax Consequences, the Company has elected to accelerate the timing of the vesting and settlement, to December 13, 2024, of outstanding restricted stock units (“RSUs”) granted pursuant to the Company’s BMTX 2020 Equity Incentive Plan, as follows: (x) 64,686 RSUs held by Luvleen Sidhu that would otherwise be eligible to vest on January 4, 2025; and (y) (i) 12,003 outstanding RSUs held by James Donahue that would otherwise be eligible to vest on January 4, 2025, (ii) 18,750 outstanding RSUs held by James Donahue that would otherwise be eligible to vest on March 31, 2025, (iii) 18,750 outstanding RSUs held by James Donahue that would otherwise be eligible to vest on March 31, 2026, (iv) 18,750 outstanding RSUs held by James Donahue that would otherwise be eligible to vest on March 31, 2027, (v) 12,500 outstanding RSUs held by James Donahue that would otherwise be eligible to vest on February 5, 2025, (vi) 12,500 outstanding RSUs held by James Donahue that would otherwise be eligible to vest on February 5, 2026, (vii) 12,500 outstanding RSUs held by James Donahue that would otherwise be eligible to vest on February 5, 2027, and (viii) 12,500 outstanding RSUs held by James Donahue that would otherwise be eligible to vest on February 5, 2028. If any Executive ceases to be employed with the Company prior to the date which any of the equity awards described in the respective Acceleration Letter would otherwise vest, subject to any outstanding accelerated vesting provisions, or if any of the RSUs would have been forfeited as a result of a failure to satisfy any applicable performance conditions, that Executive will repay to the Company within 30 days, an amount in cash equal to the product of (x) the number of RSUs that would not have vested absent the relevant Acceleration Letter and (y) the value of a share of the Company’s common stock on the repayment date (which will be $5.00 if the Merger has occurred). In addition, the Executive agrees not to sell, transfer, or otherwise dispose of any shares received in connection with the accelerated vesting of the RSUs until the earlier of the closing of the Merger and the original vesting date of the applicable RSUs.

 

The form of the Acceleration Letters is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by the terms of the exhibit.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description of Exhibit
10.1		Form of Letter Acknowledging the Acceleration of Payments between BM Technologies, Inc. and certain of BM Technologies, Inc.’s directors and executive officers
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

Forward-Looking Statements

 

Certain statements in this communication are “forward-looking statements” within the meaning of federal securities laws and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, the Company’s current expectations, assumptions, plans, strategies and anticipated results. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.

 

There are a number of risks, uncertainties and conditions that may cause the Company’s actual results to differ materially from those expressed or implied by these forward-looking statements, including but not limited to: (i) uncertainties as to the timing of the Merger; (ii) the risk that the Merger may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any of the conditions to the consummation of the Merger, including receiving, on a timely basis or otherwise, the required approvals of the Merger by the Company’s stockholders; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company to pay a termination fee; (vii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; (x) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xi) risks that the benefits of the Merger are not realized when and as expected; (xii) legislative, regulatory and economic developments; and (xiii) (A) the risk factors described in Part I, Item 1A of Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and (B) the other risk factors identified from time to time in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). Filings with the SEC are available on the SEC’s website at http://www.sec.gov.

 

Many of these circumstances are beyond the Company’s ability to control or predict. These forward-looking statements necessarily involve assumptions on the Company’s part. These forward-looking statements may include words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “project,” “should,” “may,” “will,” “might,” “could,” “would,” or similar expressions. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this communication. Furthermore, undue reliance should not be placed on forward-looking statements, which are based on the information currently available to the Company and speak only as of the date they are made. The Company disclaims any intention or obligation to update or revise publicly any forward-looking statements.

 

2

 

  

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.

 

	BM TECHNOLOGIES, INC.
	By:	/s/ Luvleen Sidhu
		Name:	Luvleen Sidhu
		Title:	Chief Executive Officer
Date: December 19, 2024

 

3

 

Exhibit 10.1

 

[●], 2024

 

[Name]

 

RE: Acceleration of Payments

 

Dear [Name]:

 

As you are aware, BM Technologies, Inc., (the “Company”) has entered into an Agreement and Plan of Merger dated October 24, 2024 (the “Merger Agreement”) with First Carolina Bank (“Parent”) and the other parties enumerated therein, pursuant to which the Company will become a wholly owned subsidiary of Parent (the “Transaction”). Reference is made to your employment agreement with the Company, dated as of [●] (the “Employment Agreement”). Terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Employment Agreement.

 

By signing below, you and the Company each agree that:

 

1.

Subject to your agreement in Paragraph 2 below, the Company has elected to accelerate the timing of the vesting and settlement, as of [Date], of [Number] of the [Number] outstanding restricted stock units (“RSUs”) held by you that would otherwise be eligible to vest on [Date]. Any amounts required to be withheld in connection with the vesting of the RSUs shall be satisfied by the Company’s withholding the requisite number of shares of common stock otherwise deliverable upon settlement to satisfy such tax withholding obligation, unless you have made arrangements satisfactory to the Company prior to the date any such withholding obligations arises to pay to the Company of an amount in cash sufficient to satisfy such tax withholding.

 

2.

In the event (a) you cease to be employed with the Company prior to the date on which the RSUs would otherwise have become vested or (b) that any of the RSUs would have been forfeited as a result of a failure to satisfy any applicable performance conditions, you hereby agree to repay, within 30 days, an amount in cash equal to the product of (x) the number of RSUs that would not have vested absent this letter agreement (i.e. absent the removal of the original time and performance vesting criteria) and (y) the value of a share of the Company’s common stock on the repayment date (provided that, if the Transaction has occurred, clause (y) shall be $5.00).  You shall not be required to repay such amount if you otherwise become legally entitled to receive the accelerated vesting and settlement of the RSUs, including, to the extent applicable, timely executing, and not revoking, an effective release, in accordance with Section [5.6] of the Employment Agreement.

 

You acknowledge and agree that nothing in this letter agreement shall confer upon you any right to continue in the employ of the Company, Parent or any affiliate or interfere in any way with any right to terminate such employment at any time for any reason whatsoever (whether by the Company, Parent or any affiliate, as applicable, for Cause or without Cause or by you with Good Reason) without liability, subject to any rights set forth in the Employment Agreement or this letter agreement. You acknowledge and agree that you shall not be eligible to receive any payments or benefits accelerated hereunder in a manner that results in a duplication of payments or benefits.

 

Notwithstanding any other terms of the Company’s insider trading policy, you acknowledge and agree that you shall not sell, transfer or otherwise dispose any of the shares that you receive in connection with the accelerated vesting of the RSUs prior to the earlier of (i) the closing of the Transaction; or (ii) the date on which the RSUs would have otherwise vested.

 

No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this letter agreement have been made or entered into by either party with respect to the subject matter hereof. This letter agreement is governed by the laws of the State of Delaware without regard to its conflict-of-law rules and each of the parties hereby submits to the exclusive jurisdiction of any federal or state court sitting in the State of Delaware with respect to any claim or action arising relating to this letter agreement. This letter agreement may be executed in counterparts.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the parties have caused this letter agreement to be executed as of the date first written above.

 

Company:
BM Technologies, Inc.
By:
	Name:	[●]
	Title:	[●]
[Name]

 

[Signature Page to Letter Agreement]

 

 

 

Cover	Dec. 13, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 13, 2024
Entity File Number	001-38633
Entity Registrant Name	BM TECHNOLOGIES, INC.
Entity Central Index Key	0001725872
Entity Tax Identification Number	82-3410369
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	201 King of Prussia Road
Entity Address, Address Line Two	Suite 650
Entity Address, City or Town	Wayne
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19087
City Area Code	(877)
Local Phone Number	327-9515
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	Not Applicable
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	BMTX
Security Exchange Name	NYSEAMER
Warrants to purchase Common Stock
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	BMTX.W
Security Exchange Name	NYSEAMER

---