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
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Date of Report (Date of earliest event reported)
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October 22, 2013 (October 16, 2013)
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| FlexShopper, Inc. | |||
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(Exact name of registrant as specified in its charter)
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Delawar
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0-52589
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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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| 10801 Johnston Road, Suite 210 Charlotte, NC |
28226
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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
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(866) 789-3863
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| Anchor Funding Services, Inc. | |||||
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(Former name or former address, if changed since last report)
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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))
Item 5.07 Submission of Matters to a Vote of Security Holders
In June 2013 Anchor Funding Services, Inc. (the “Company”) formed a wholly owned subsidiary of Anchor, namely, FlexShopper, LLC, for the purpose of developing a business that will provide certain categories of durable goods to consumers on a lease to own basis and also provide lease to own terms to consumers of third party retailers. The Company anticipates generating revenues from this new line of business later this year. In consideration of the direction of the Company’s new subsidiary, the Board recommended that the Company change its name to FlexShopper, Inc.
On October 16, 2013, the Board of Directors approved and the holders of approximately 51.5% of the outstanding voting capital stock of the Company approved the filing of an amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware to change the name of the Company from Anchor Funding Services, Inc. to FlexShopper, Inc.
The Company has obtained a new cusip number for its common stock – 33939J105 and its preferred stock – 33939J204. The Company has also applied with the Financial Industry Regulatory Authority, Inc. (“FINRA”) to reflect the name change. As the Company’s trading symbol in the over-the-counter market was previously changed from “AFNG” to “FPAY,” no further change in trading symbol is anticipated. Stockholders are not required to exchange their old certificates for new certificates representing the new name and cusip number. However, stockholders may voluntarily do so and may contact Continental Stock Transfer & Trust Company, the Company’s transfer and registrar at 17 Battery Place, 8th Floor, New York, NY 10004.
Item 9.01. Financial Statements and Exhibits.
| Exhibit | Description | |
| 3.1 | Amendment to Certificate of Incorporation. (Filed herewith.) |
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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.
| FlexShopper, Inc. | |||
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October 22, 2013
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By:
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/s/ Brad Bernstein | |
| Brad Bernstein, President and Chief Financial Officer | |||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ANCHOR FUNDING SERVICES, INC.
Anchor Funding Services, Inc., a corporation organized and existing under and by virtue of The General Corporation Law of Delaware, does hereby certify:
FIRST: That at a duly held meeting of the Board of Directors of said Corporation, the Board duly adopted the following resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Corporation:
“RESOLVED, that the Board of Directors deems it advisable, and hereby declares it to be advisable, that Article First of the Corporation's presently existing Certificate of Incorporation be amended, changed and altered so that, as amended, said Article shall be and read as follows:
FIRST
“The name of the Corporation shall be FlexShopper, Inc.”
SECOND: That in lieu of a meeting and vote of stockholders, written consent of stockholders to said amendment has been given in accordance with the provisions of Section 228 of The General Corporation Law of the State of Delaware, and written notice of the adoption of the amendment has been given as provided in Section 228 of The General Corporation Law of the State of Delaware to every stockholder entitled to such notice.
THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of The General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Anchor Funding Services, Inc. has caused this Certificate to be signed by Morry F. Rubin, Chief Executive Officer, and attested by Brad Bernstein, Secretary, this 16th day of October, 2013.
| ANCHOR FUNDING SERVICES, INC. | |||
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/s/ Morry F. Rubin | |
| Morry F. Rubin, Chief Executive Officer | |||
ATTEST:
| /s/ Brad Bernstein |
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Brad Bernstein, Secretary
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