First Sound Bank

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Ademi LLP is investigating First Sound Bank (OTCPK: FSWA), for possible breaches of fiduciary duty and other violations of law in its going private transaction with BM Technologies, Inc.

Ademi LLP alleges First Sound Bank’s financial outlook and prospects are excellent and yet First Sound Bank shareholders will receive only up to $7.22 in cash for each share of First Sound Bank’s common stock or approximately $23 million in aggregate consideration, subject to certain closing conditions and adjustments as outlined in the definitive agreement. The merger agreement unreasonably limits competing bids for First Sound Bank by prohibiting solicitation of further bids, and imposing a significant penalty if First Sound Bank accepts a superior bid. First Sound Bank insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of First Sound Bank’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for First Sound Bank.