SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 22, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)||
North Military Trail, Ste. 200
Boca Raton, FL
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code (855) 353-9289
(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 (see General Instruction A.2. below):
|☐||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. ☐
|Item 1.01||Entry into a Material Definitive Agreement.|
On September 22, 2018, FlexShopper, Inc. (the “Company”), through a wholly-owned indirect subsidiary (the “Borrower”), entered into Amendment No. 9 (including related documentation, the “Amendment”) to the Credit Agreement, originally entered into on March 6, 2015 by and among the Borrower and WE 2014-1, LLC (in its capacity as administrative agent under the Credit Agreement, the “Administrative Agent”), an affiliate of Waterfall Asset Management, LLC (“Waterfall”), and certain other lenders thereunder from time to time (as amended from time to time, the “Credit Agreement”). The Amendment amended the Credit Agreement to provide that the definition of “Equity Raise” (as that term is defined in the Credit Agreement) be revised to constitute at least $12.5 million in equity funding on or before September 30, 2018.
A copy of the Amendment is filed with this report as Exhibit 10.1 and is hereby incorporated by reference herein. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document.
|Item 7.01||Regulation FD Disclosure.|
On September 24, 2018, the Company issued a press release announcing that the United States Patent and Trademark Office awarded the Company U.S. Patent Number 10,089,682 for its system that enables e-commerce servers to complete lease-to-own transactions through their e-commerce websites. This press release is attached as Exhibit 99.1 hereto.
The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
|Item 9.01.||Financial Statements and Exhibits.|
|10.1||Amendment No. 9 to Credit Agreement, dated September 22, 2018, between FlexShopper 2, LLC and WE 2014-1, LLC.|
|99.1||Press release, dated September 24, 2018, furnished herewith.|
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.
|September 24, 2018||By:||/s/ Brad Bernstein|
Chief Executive Officer
AMENDMENT NO. 9 TO CREDIT AGREEMENT
This AMENDMENT NO. 9 TO CREDIT AGREEMENT (this “ Agreement ”) is made and entered into as of September 22, 2018 between FLEXSHOPPER 2, LLC (the “ Company ”) and WE 2014-1, LLC (the “ Administrative Agent ” and “ Lender ”).
WHEREAS , the Company, the Administrative Agent, Wells Fargo Bank, National Association, as paying agent (the “ Paying Agent ”) and various lenders from time to time party thereto (the “ Lenders ”) are party to a certain Credit Agreement, dated March 6, 2015 (as amended, supplemented and otherwise modified as of the date hereof, the “ Credit Agreement ”);
WHEREAS , the parties to the Credit Agreement desire to amend the Credit Agreement;
NOW, THEREFORE , in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:
SECTION 1. Defined Terms . Capitalized definitional terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
SECTION 2. Amendment to the Credit Agreement . Effective as of the date first written above, upon the satisfaction of the conditions set forth in Section 3 below, the Credit Agreement is hereby amended as follows:
(a) The definition of “Equity Raise” is amended by deleting the reference to “$15,000,000” set forth therein and substituting “$12,500,000” therefor.
SECTION 3. Effectiveness. This Agreement shall become effective as of the date first written above upon delivery to the Administrative Agent of counterparts of this Agreement duly executed by each of the parties hereto.
SECTION 4. Binding Effect; Ratification .
(a) The Credit Agreement, as amended hereby, remains in full force and effect. Any reference to the Credit Agreement from and after the date hereof shall be deemed to refer to the Credit Agreement as amended hereby, unless otherwise expressly stated.
(b) Except as expressly amended hereby, the Credit Agreement shall remain in full force and effect and each is hereby ratified and confirmed by the parties hereto.
(c) The Company represents and warrants to each Lender that each and every of its representations and warranties contained in Section 4 of the Credit Agreement, as amended hereby, are true and correct as of the date hereof.
(d) Notwithstanding anything to the contrary herein or in the Credit Document, by signing this Agreement, neither the Lender nor the Administrative Agent is waiving or consenting, nor has either of them agreed to waive or consent to in the future, the breach of (or any rights and remedies related to the breach of) any provisions of any of the Credit Documents.
(e) The Company agrees to promptly reimburse the Administrative Agent for all of the reasonable out-of-pocket expenses, including, without limitation, reasonable legal fees, it has heretofore or hereafter incurred or incurs in connection with the preparation, negotiation and execution of this Agreement and all other instruments, documents and agreements executed and delivered in connection with this Agreement.
SECTION 5. Miscellaneous .
(a) THIS Agreement SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF NEW YORK GENERAL OBLIGATIONS LAW).
(b) The captions and headings used herein are for convenience of reference only and shall not affect the interpretation hereof.
(c) This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
(d) Executed counterparts of this Agreement may be delivered electronically.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.
|ADMINISTRATIVE AGENT and LENDER:|
|WE 2014-1, LLC|
|By:||/s/ Thomas Buttacavoli|
|FlexShopper 2, LLC|
|By:||/s/ Brad Bernstein|
|Title:||CEO & President|
Flexshopper No. 9 Amendment
FOR IMMEDIATE RELEASE
FLEXSHOPPER, INC. AWARDED PATENT FOR LTO SYSTEM
Boca Raton, FL (September 24, 2018) - FlexShopper, Inc. (Nasdaq: FPAY, “FlexShopper”), a leading national online lease-to-own (“LTO”) retailer and LTO payment solution provider, announced today that it has been awarded U.S. Patent Number 10,089,682 from the United States Patent and Trademark Office (the “USPTO”) for its system that enables e-commerce servers to complete LTO transactions through their e-commerce websites. Pursuant to the issue notification received from the USPTO, the projected patent issue date is October 2, 2018.
Brad Bernstein, CEO, stated, “The issuance of this patent represents a significant milestone for FlexShopper and underscores our continuous innovation to LTO payment technology. We believe this patent will constitute a significant differentiator for us as we seek to continue to build our position as a leading LTO payment solution provider and national LTO retailer.”
FlexShopper, LLC, a wholly owned subsidiary of FlexShopper, Inc. ( FPAY ), is a financial and technology company that provides brand name electronics, home furnishings and other durable goods to consumers on an LTO basis through its ecommerce marketplace ( www.FlexShopper.com ) and LTO payment method. FlexShopper also provides LTO technology platforms to retailers and e-retailers to facilitate transactions with consumers that want to acquire their products, but do not have sufficient cash or credit. FlexShopper approves consumers utilizing its proprietary consumer screening model, collects from consumers under an LTO contract and funds the LTO transactions by paying merchants for the goods. Follow us on Facebook or Twitter @FlexShopper.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995. Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our most recently filed Annual Report on Form 10-K and our subsequently filed Quarterly Reports on Form 10-Q. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
The Equity Group