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) July 2, 2019
FlexShopper, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37945 | 20-5456087 | ||
(State or other jurisdiction of incorporation |
(Commission File Number) | (IRS Employer Identification No.) |
901 Yamato Road, Ste. 260 Boca Raton, FL |
33431 | |
| (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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 Par Value | FPAY | The Nasdaq Stock Market LLC | ||
| Warrants, each to purchase one share of Common Stock | FPAYW | The Nasdaq Stock Market LLC |
Item 8.01. Other Events.
On July 2, 2019, FlexShopper (the “Company”) issued a press release with regard to the Company regaining compliance with The NASDAQ Stock Market listing requirements. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate,” or other comparable terms. Examples of forward-looking statements include statements regarding regaining compliance with the Minimum Bid Price Requirement. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, as discussed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2019 and the Company’s subsequent Quarterly Reports on Form 10-Q. The forward-looking statements made in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K, and the Company assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued July 2, 2019 |
1
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. | ||
| July 5, 2019 | ||
| By: | /s/ Brad Bernstein | |
| Brad Bernstein, Chief Executive Officer | ||
2
Exhibit 99.1
FlexShopper, Inc. Regains Nasdaq Listing Compliance
BOCA RATON, FL, July 2, 2019 (GLOBE NEWSWIRE) -- FlexShopper, Inc. (Nasdaq: FPAY), a leading national online lease-to-own (“LTO”) retailer and omnichannel LTO payment solution provider, today announced it has regained compliance with the minimum $1.00 per share bid price requirement for continued listing, and further, that the Company complies with all other applicable standards for continued listing of its securities on the Nasdaq Stock Market. The company's shares will continue to be traded on The Nasdaq Global Market under the symbol FPAY.
About FlexShopper
FlexShopper, Inc. (FPAY) is a leading omnichannel provider of lease-purchase solutions for non-prime consumers and for retailers. For shoppers, a simple application completed online or in-store provides immediate purchasing power to non-prime consumers. For retailers, we provide an attractive alternative to their non-prime retail customers, which helps them “save the sale” and increase their business. Our unique, proprietary technology platform serves both B2C and B2B channels. FlexShopper’s largest direct to consumer channel is its LTO marketplace (www.flexshopper.com), which features over 150,000 items drop-shipped by some of the nation’s largest retailers. The Company’s B2B channels include its mobile LTO point-of-sale technology and its LTO payment option on retailers’ ecommerce sites. FlexShopper approves consumers utilizing its proprietary consumer screening model, collects from consumers under an LTO contract and pays its retail partners for the goods.
Forward-Looking Statements
Certain statements in this release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, as discussed in FlexShopper's filings with the Securities and Exchange Commission. The forward-looking statements made in this release, including FlexShopper’s sales growth and results from its retail B2B channel, speak only as of the date of this release, and FlexShopper assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by federal securities law.
Contact:
Jeremy Hellman
Senior Associate
The Equity Group
212-836-9626
jhellman@equityny.com
FlexShopper, Inc.
Investor Relations
ir@flexshopper.com
FlexShopper, Inc.