UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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CURRENT REPORT ON FORM 8-K
FlexShopper, Inc. (the “Company”)
April 1, 2022
Item 1.01. Entry into a Material Definitive Agreement.
Amendment No. 3 to Subordinated Debt Financing Letter Agreement between FlexShopper, LLC and 122 Partners, LLC.
FlexShopper, LLC, a wholly-owned direct subsidiary of the Company, previously entered into a letter agreement with 122 Partners, LLC (“122 Partners”) pursuant to which FlexShopper LLC issued a subordinated promissory note to 122 Partners (the “122 Partners Note”). On March 31, 2022, FlexShopper, LLC executed an amendment to the 122 Partners Note such that the maturity date of the 122 Partners Note was set at April 1, 2023. No other changes were made to such Note.
A copy of the amendment to the 122 Partners Note is filed with this report as Exhibit 10.1 and is hereby incorporated by reference herein. The foregoing description of the amendment to the 122 Partners Note does not purport to be complete and is qualified in its entirety by reference to the full text of such document.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this current report.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 3 to Subordinated Debt Financing Letter Agreement between FlexShopper, LLC and 122 Partners, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
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.
| FLEXSHOPPER, INC. | |||
| Dated: April 1, 2022 | By: |
/s/ Richard House | |
| Name: | Richard House | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 10.1
FlexShopper, LLC
901 Yamato Road, Suite 260
Boca Raton, Florida 33431
March 31, 2022
122 Partners, LLC
| Attn.: | Mr. Marc Malaga |
| Managing Member |
Re: Amendment No. 3 to Subordinated Debt Financing Letter Agreement
Ladies and Gentlemen:
Reference is made to the Subordinated Debt Financing Letter Agreement between us, dated January 25, 2019 (the “Letter Agreement”), and the Subordinated Promissory Note in the principal amount of $1,000,000 issued by the Borrower to the Lender pursuant to the Letter Agreement (the “Note”), each as previously amended by amendments dated April 30, 2020 and March 22, 2021. All capitalized terms used herein without definition have the respective meanings ascribed to them in the Letter Agreement.
This will confirm the agreement of the Borrower and the Lender to amend the Letter Agreement and the Note as follows:
1. Extension of Note. Effective as of the date hereof, the Maturity Date of the Note is hereby extended from April 1, 2022 through and including April 1, 2023, unless accelerated by reason of an Event of Default and not thereafter cured.
2. Representations Remain True. In order to induce the Lender to effect the foregoing amendment, the Borrower hereby represents and warrants to the Lender that all of the Borrower’s representations and warranties contained in the Note remain true and correct in all material respects on and as of the date hereof, and all required consents in connection herewith have been obtained and are in full force and effect.
3. Remainder of Documents Unmodified. Except as expressly set forth herein, all of the terms and conditions of the Letter Agreement and the Note shall remain unmodified and in full force and effect. Nothing contained herein shall be deemed to constitute any agreement of the Lender to effect any further amendments or modifications of the Letter Agreement or the Note at any time (whether of a similar or different nature), or to grant to the Borrower any right to any further modification under or in respect of the Letter Agreement and the Note.
4. Miscellaneous. The provisions contained under the caption “Miscellaneous” of the Letter Agreement are hereby incorporated herein mutatis mutandis by this reference, and are expressly made applicable hereto.
Kindly confirm your agreement to the foregoing by signing a counterpart copy hereof in the space provided below.
| Sincerely, | ||
| FLEXSHOPPER, LLC | ||
| By: | ||
| Name: | Richard House |
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| Title: | Chief Executive Officer |
|
| Acknowledged, Confirmed and Agreed to: | ||
| 122 PARTNERS, LLC | ||
| By: | ||
| Name: | Marc Malaga | |
| Title: | Managing Member | |