bmtx-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-38633

BM Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware						82-3410369
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
201 King of Prussia Road, Suite 650 Wayne, Pennsylvania						19087
(Address of Principal Executive Offices)						(Zip Code)

(877) 327-9515

Registrant's telephone number, including area code

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, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share.	BMTX-WT	NYSE American LLC

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such

files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐

The aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2023, the last day of the registrant’s most recently completed second fiscal quarter, was approximately $25 million. This value is based on the closing price of $2.98 for shares of the Registrant’s Class A common stock as reported by the New York Stock Exchange. Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The registrant had 12,063,773 shares of common stock issued and outstanding, par value $0.0001 per share, as of April 1, 2024.

Specified portions of the registrant’s definitive proxy statement relating to the registrant’s 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”), which is to be filed within 120 days after December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K.

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Cautionary Note Regarding Forward-looking Statements			Page
Part I			1
Item 1. Business			1
Item 1A. Risk Factors			3
Item 1B. Unresolved Staff Comments			18
Item 1C. Cybersecurity			18
Item 2. Properties			19
Item 3. Legal Proceedings			19
Item 4. Mine Safety Disclosures			20
Part II			21
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			21
Item 6. [Reserved]			21
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			21
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			28
Item 8. Consolidated Financial Statements and Supplementary Data			29
Index to Consolidated Financial Statements			29
Report of Independent Registered Public Accounting Firm (KPMG, LLP; Philadelphia, PA; PCAOB ID#185)			30

Consolidated Balance Sheets			31
Consolidated Statements of Loss			32
Consolidated Statements of Changes in Shareholders’ Equity			33
Consolidated Statements of Cash Flows			34
Notes to the Consolidated Financial Statements			35
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures			61
Item 9A. Controls and Procedures			61
Item 9B. Other Information			62
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections			62
Part III			63
Item 10. Directors, Executive Officers , and Corporate Governance			63
Item 11. Executive Compensation			63
Item 12. Security Ownership of Certain Beneficial Owner s and Management and Related Stockholder s Matters			63
Item 13. Certain Relationships and Related Transactions, and Director Independence			63
Item 14. Principal Accounting Fees and Services			64
Part IV			65
Item 15. Exhibits and Financial Statement Schedules			65
Item 16. Form 10-K Summary			65
Signatures			67

iii

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements generally, but not always, can be identified by the use of forward-looking terminology, including the words “believes”, “estimates”, “anticipates”, “expects”, “intends”, “plans”, “may”, “will”, “potential”, “projects”, “predicts”, “continue”, or “should”, or, in each case, their negative or other variations or comparable terminology. These forward-looking statements reflect our current views with respect to, among other things, statements relating to the Company’s assets, business, cash flows, condition (financial or otherwise), credit quality, financial performance, liquidity, short and long-term performance goals, prospects, results of operations, strategic initiatives, the benefits, cost, and synergies of completed acquisitions or dispositions, and the timing, benefits, costs, and synergies of future acquisitions, dispositions, and other growth opportunities. There can be no assurance that actual results will not materially differ from expectations. These statements are based on Management’s current expectations, but actual results may differ materially due to various factors. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

Factors that could cause actual results to differ from those discussed in such forward-looking statements include, but are not limited to (1) difficulty attracting and retaining highly-effective employees; (2) our ability to successfully execute our business plan; (3) changes in consumer preferences, spending, and borrowing habits, and demand for our products and services; (4) general economic conditions, especially in the communities and markets in which we conduct our business; (5) market risk, including interest rate and liquidity risk; (6) operational risk, including cybersecurity risk and risk of fraud, data processing system failures, network breaches, and maintenance of internal controls, including remediating any material weaknesses in our internal control over financial reporting; (7) increased competition, including competition from other bank and non-bank financial institutions; (8) changes in regulations, laws, taxes, government policies, monetary policies, and accounting policies; (9) regulatory enforcement actions and adverse legal actions; and (10) other economic, competitive, technological, operational, governmental, regulatory, and market factors affecting our operations, including, those factors summarized in the immediately following section titled “Summary of Principal Risk Factors”, which we encourage you to read. These risks and others described under “Risk Factors” may not be exhaustive. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this report. In addition, even if our results or operations, financial condition, and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.

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SUMMARY OF PRINCIPAL RISK FACTORS

References in this report to “the Company,” “BMTX,” “we,” “us,” and “our” refer to BM Technologies, Inc., a Delaware corporation. References to our “management” or our “management team” refer to our officers and directors.

Below is a summary of the principal risk factors we face. Please read it carefully and refer to the more detailed descriptions of the risk factors in Item 1A - “Risk Factors.”

Risks Related to our Business and Industry

a.Dependence on key individuals;

b.Our limited operating history;

c.Our ability to identify, recruit, and retain skilled personnel;

d.Our ability to implement our strategy;

e.Our ability to successfully implement our Profit Enhancement Plan (the “PEP”);

f.Growth of adoption and retention rates;

g.Our ability to manage growth effectively;

h.Assumptions related to our growth strategy;

i.The partnership with Customers Bank and T-Mobile may expose us to additional risks;

j.The partnership and private label agreement with T-Mobile may be terminated with limited notice;

k.Dependence on our new partner bank;

l.Termination of, or changes to, the MasterCard association registration;

m.Our ability to expand our market reach and product portfolio;

n.Length and unpredictability of our sales cycle;

o.Capitalized assets could become impaired;

p.Competition;

q.The strength of our brand;

r.The risk of systems or product failures;

s.The risks of agreement terminations we maintain with colleges, universities and our BaaS partner;

t.Demand for our products and services;

u.Changes in the demand or availability of student loans or financial aid;

v.Changes in government financial aid regime;

w.Exposure to global economic and other broader economic factors;

x.Data breaches, fraud, and cybersecurity issues;

y.Inability to protect or enforce our intellectual property;

z.Infringement of our intellectual property or allegations of infringement by us;

aa.Our fees and charges;

ab.Outsourcing critical operations;

ac.Ability to maintain an effective system of disclosure controls and remediate the material weakness in our internal control over financial reporting; and

ad.Our ability to integrate future acquisitions.

Risks Related to our Common Stock and Warrants

a.Whether an active, liquid

SEC Form 10-K filed by BM Technologies Inc.