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): November 8, 2022
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) | (IRS Employer Identification No.) |
201 King of Prussia Road, Suite 350
Wayne, PA 19087
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (877) 327-9515
(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))
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock | BMTX | NYSE American LLC | ||
| Warrants to purchase Class A Common Stock | BMTX.W | NYSE American LLC |
Item. 1.01. Entry Into A Material Definitive Agreement.
As previously announced, on January 4, 2021, BM Technologies, Inc. (‘the “Company”) entered into a Deposit Processing Services Agreement (the “Deposit Processing Services Agreement”) with Customers Bank. On November 8, 2022, the Company and Customers Bank entered into the First Amendment to Deposit Processing Services Agreement (the “Amendment”). The Amendment, among other things, will facilitate the transfer of the Company’s serviced deposits to a new sponsor bank and extends the termination date of the Deposit Processing Services Agreement until the earlier of: (i) entry into a definitive agreement with a new sponsor bank to transfer the Company’s serviced deposits to such sponsor bank and the successful completion of such transfer; or (ii) six months from December 31, 2022. The Amendment also removes Customers Bank’s obligation to pay the Company the difference between the Durbin-exempt and Durbin-recalculated interchange revenues. The other terms of the Deposit Processing Services Agreement remain in effect through the new termination date.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description | |
| 10.1 | First Amendment to Deposit Processing Services Agreement, dated as of November 7, 2022, by and between BM Technologies, Inc. and Customers Bank. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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. | ||
| Dated: November 8, 2022 | By: | /s/ Luvleen Sidhu |
| Luvleen Sidhu | ||
| Chief Executive Officer | ||
2
Exhibit 10.1
FIRST AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENT
THIS FIRST AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENT ("Amendment") is entered into as of this 7th day of November, 2022 ("Effective Date") by and between Customers Bank ("Bank"), a Member of the Federal Reserve System with its principal place of business at 40 General Warren Blvd., Suite 200, Malvern, PA 19355, and BM Technologies, Inc. ("BMTX"), a Delaware corporation with its principal place of business at 201 King of Prussia Road, Suite 350, Radnor, PA 19087. BMTX and Bank are hereinafter referred to, collectively, as the "Parties," and individually each as a "Party."
RECITALS
Bank provided written notice to BMTX of non-renewal pursuant to Section 7.1 of the Deposit Processing Services Agreement within the requisite 180 day prescribed timeframe for notice prior to renewal. The Parties desire to work together to effectuate the successful and timely Transfer of Depositor Accounts under Section VIII of the Deposit Processing Services Agreement (“Agreement”) in the best interests of the consumers.
BMTX issued a request for proposal to several prospective FDIC insured sponsor banks to receive the transfer of the Depositor Accounts. After receiving robust expressions of interest from several qualified FDIC insured sponsor banks, BMTX as of the Effective Date of this Amendment, is negotiating the terms of a definitive deposit processing services agreement with a new sponsor bank but, will likely not have the transfer of the Depositor Accounts to the new sponsor bank completed by December 31, 2022.
NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties hereto agree as follows:
| 1. | Notwithstanding the Bank’s provision of notice of non-renewal and the requirements of Section 7.1 of the Agreement, the Parties agree that the Agreement shall extend until the earlier of: 1) BMTX’s execution of a definitive agreement with a new sponsor bank to receive the transfer of the Depositor Accounts and the successful completion of the transfer or 2) six months from December 31, 2022. |
| 2. | Effective January 1, 2023, Schedule 3.2 of the Agreement shall be amended by deleting Section II.(ii) in its entirety and the two paragraphs immediately following Section II.(ii) of Schedule 3.2 of the Agreement. |
| 3. | Notwithstanding Paragraph 2, supra, the Parties agree that, pursuant to that certain Private Label Banking Program Agreement by and between the Bank and T-Mobile USA, Inc., dated February 24, 2017, as amended (the “PLBPA”), the Bank’s obligation to use Durbin Exemption rates in calculating and paying the Net Interchange Fees (each as defined under the PLBPA) under the PLBPA shall continue until the earlier of (i) the Bank no longer holding the T-Mobile Customer accounts and issuing the Cards (each as defined under the PLBPA) or (ii) February 24, 2023. |
| 4. | Other than the foregoing changes to the Agreement, the remainder of the Agreement shall remain in full force and effect as originally executed by the Parties. |
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the Effective Date.
| CUSTOMERS BANK | BMTX, INC. | |
| By: /s/ Carla Leibold | By: /s/ Robert Ramsey | |
| Name: Carla Leibold | Name: Robert Ramsey | |
| Title: EVP – CFO | Title: Chief Financial Officer |