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Item 1.01
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Entry into a Material Definitive Agreement.
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As previously disclosed, on August 6, 2020, Megalith Financial Acquisition
Corp., a Delaware corporation (“Megalith”), MFAC Merger Sub Inc., a Pennsylvania corporation and (“Merger
Sub”) a wholly-owned subsidiary of Megalith, BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”)
and Customers Bank, a Pennsylvania state chartered bank and the sole shareholder of BankMobile (the “Bank”),
entered into an Agreement and Plan of Merger (the “Original Merger Agreement”). On November 2, 2020, Megalith,
Merger Sub, BankMobile, the Bank and Customers Bancorp, Inc., the sole shareholder of the Bank (“Customers Bancorp”),
entered into a First Amendment to Agreement and Plan of Merger (the “First Amendment;” and, the Original Merger
Agreement, as amended by the First Amendment, the “Merger Agreement”). Pursuant to the Merger Agreement, at
the closing of the transactions contemplated by the Merger Agreement (the “Closing”), BankMobile will merge
with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving corporation.
The Original Merger Agreement provided that a portion of
the consideration payable to the Bank in the proposed Merger was to be paid in shares (the “Merger Consideration Shares”)
of Megalith's Class A common stock to the Bank. Pursuant to the First Amendment, the Original Merger Agreement was amended
to provide that (i) Customers Bancorp would become a party to the Merger Agreement, (ii) the Merger Consideration Shares will now
be issued directly to the stockholders of Customers Bancorp instead of to the Bank and (iii) Customers Bancorp may at its discretion,
upon written notice to Megalith, redirect or reallocate the distribution of the Merger Consideration Shares at any time prior to
the Closing to other parties.
Additionally, the Original Merger Agreement was amended
to provide that, subject to certain exceptions, there will be restrictions on the sale or transfer of the Merger Consideration
Shares for a period of twelve months after the Closing, rather than for a period of 180 days after the Closing as contemplated
by the Lock-Up Agreement attached to the Original Merger Agreement.
The First Amendment also includes a requirement that Megalith file
a registration statement with the Securities and Exchange Commission on Form S-4 with respect to the issuance of the Merger Consideration
Shares.
The foregoing description of the First Amendment does not purport
to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is attached to this
Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
The representations, warranties and covenants of each party set
forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the
Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing
these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those
applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date
they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations
and warranties (i) with certain limited exceptions, will not survive consummation of the Merger and (ii) were made only as of the
date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject
matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information
may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with
this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors
with any other factual information regarding Customers Bancorp, the Bank, BankMobile or Megalith, their respective affiliates or
their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the
other information regarding Customers Bancorp, the Bank, BankMobile or Megalith, their respective affiliates and their respective
businesses included in the filings Customers Bancorp and Megalith make with the Securities and Exchange Commission.