0001725872 false 0001725872 2023-08-29 2023-08-29 0001725872 us-gaap:CommonStockMember 2023-08-29 2023-08-29 0001725872 BMTX:WarrantsToPurchaseCommonStockMember 2023-08-29 2023-08-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): August 29, 2023

  

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 650

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))

 

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.

 

Resignation of Co-CEO

 

On August 29, 2023, Mr. Rajinder Singh resigned from his position as Co-CEO of BM Technologies, Inc. (the “Company”) effective immediately. Mr. Singh’s resignation is for personal reasons and is not the result of any dispute or disagreement regarding the Company's operations, policies, or procedures. The Company has initiated a search to fill the vacancy created by Mr. Singh’s resignation and Ms. Luvleen Sidhu, the Company’s Chief Executive Officer, will serve as the Company’s sole CEO effective with Mr. Singh’s resignation.

 

In connection with his resignation from the Company, Mr. Singh and the Company entered into an Executive Transition Agreement (the “Transition Agreement”), pursuant to which Mr. Singh will remain a non-executive employee of the Company for the period August 30, 2023 through December 31, 2023 (the “Transition Period”). During the Transition Period, Mr. Singh will provide transition and advisory services to the Company, and in exchange, will continue to receive his current base salary and employee benefits exclusive of incentive bonus eligibility. All of Mr. Singh’s outstanding, unvested performance-based and time-based equity grants were terminated effective with his resignation as Co-CEO. Mr. Singh’s receipt of these payments and benefits is conditioned on his ongoing performance under the Transition Agreement.

 

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: September 1, 2023  By: /s/ Luvleen Sidhu
    Luvleen Sidhu
    Chief Executive Officer

 

 

2

 

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Aug. 29, 2023
Document Type 8-K
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Document Period End Date Aug. 29, 2023
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
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Pre-commencement Issuer Tender Offer false
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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
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