BMTX

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): March 24, 2023

BM Technologies, Inc.

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code): (877) 327-9515

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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR § 230.405) or 12b-2 of the 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Appointment of Co-CEO; Departure of Director

Reference is made to Item 5.02 of the Current Report on Form 8-K of BM Technologies, Inc. (the “Company”) dated January 26, 2023 and filed with the Securities and Exchange Commission (“SEC”) on January 30, 2023 (the “January 2023 Form 8-K”) reporting that on January 27, 2023, the Company’s Board of Directors (the “Board”) had appointed Rajinder Singh to serve as a member of the Board.

Subsequent to Mr. Singh’s appointment to the Board, it was determined to appoint Mr. Singh the Company’s Co-Chief Executive Officer, and in connection with that appointment, Mr. Singh resigned his position on the Board and became a Board observer. Mr. Singh’s decision to resign from the Board did not involve any disagreement with BM Technologies, Inc., its management, or the Board. The Company and Mr. Singh also entered into an Employment Agreement dated March 24, 2023 (the “Singh Employment Agreement”). The Singh Employment Agreement provides for:

The foregoing summary of the Singh Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Singh Employment Agreement, a copy of which will be filed with the SEC as an exhibit not later than with the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

Item 7.01. Regulation FD Information.

On March 27, 2023, the Company issued the press release that is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. See Exhibit Index set forth below for a list of the exhibits filed or furnished with this Current Report on Form 8-K.

EXHIBIT INDEX

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.

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