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): June 16, 2021
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 |
| Common Stock | | BMTX | | NYSE American LLC |
| Warrants to purchase Common Stock | | BMTX.W | | NYSE American LLC |
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 16, 2021, BM Technologies, Inc. (formerly known as Megalith Financial Acquisition Corp.) (the “Company”), held its 2021 annual meeting of stockholders (the “Annual Meeting”) to consider Proposals 1, 2, 3 and 4 as described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2021 (the “Proxy Statement”): (i) to elect Aaron Hodari and Pankaj Dinodia as Class I directors, each for a term of three years expiring at the 2024 Annual Meeting of Stockholders (“Proposal 1”); (ii) to approve the BM Technologies, Inc. 2021 Employee Stock Purchase Plan (“Proposal 2”); (iii) to ratify the appointment of BDO USA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Proposal 3”); and to transact such other matters as may properly come before the 2021 Annual Meeting or any adjournment or postponement thereof (“Proposal 4”).
The Company’s stockholders approved the Class I director nominees recommended for election in Proposal 1 at the Annual Meeting. The votes cast at the Annual Meeting were as follows:
| Class I Director Nominees | | For | | | Withheld | | Broker Non-Votes |
| Aaron Hodari | | 6,203,967 | | | 104,335 | | 705,274 |
| Pankaj Dinodia | | 6,204,967 | | | 103,335 | | 705,274 |
The Company’s stockholders approved the BM Technologies, Inc. 2021 Employee Stock Purchase Plan in Proposal 2. The votes cast at the Annual Meeting were as follows:
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 6,154,882 | | 26,386 | | 127,034 | | 705,274 |
The Company’s stockholders approved the ratification of BDO USA LLP as the Company’s independent registered public accounting firm in Proposal 3. The votes cast at the Annual Meeting were as follows:
| | | | | | | |
| For | | Against | | Abstain | | |
| 6,907,019 | | 1,264 | | 105,293 | | |
The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 5,642,657 | | 554,544 | | 111,101 | | 705,274 |
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: June 17, 2021 | By: | /s/ Luvleen Sidhu |
| | | Luvleen Sidhu |
| | | Chief Executive Officer |
