UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
September 22, 2018
FlexShopper,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-37945
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20-5456087
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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2700
North Military Trail, Ste. 200
Boca Raton, FL
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33431
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(Address of principal
executive offices)
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(Zip Code)
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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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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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.
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Item 7.01
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Regulation
FD Disclosure.
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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.
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Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURE
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.
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FlexShopper, Inc.
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September
24, 2018
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By:
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/s/
Brad Bernstein
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Brad Bernstein,
Chief Executive Officer
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Exhibit 10.1
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
”).
BACKGROUND
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.
[SIGNATURES
FOLLOW]
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.
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ADMINISTRATIVE AGENT and LENDER:
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WE 2014-1, LLC
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By:
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/s/
Thomas Buttacavoli
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Name:
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Thomas
Buttacavoli
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Title:
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Authorized
Person
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COMPANY:
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FlexShopper 2, LLC
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By:
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/s/
Brad Bernstein
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Name:
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Brad
Bernstein
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Title:
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CEO
& President
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Flexshopper No. 9 Amendment
Exhibit 99.1
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.”
About FlexShopper
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.
Forward-Looking Statements
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.
IR Contacts:
Jeremy Hellman
Senior Associate
The Equity Group
212-836-9626
jhellman@equityny.com
FlexShopper, Inc.
Investor Relations
ir@flexshopper.com
