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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)1

 

FlexShopper, Inc.

 (Name of Issuer)

Common Stock, par value $0.00001 per share

 (Title of Class of Securities)

00507W107

 (CUSIP Number)

August 30, 2019

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

   ☐  Rule 13d-1(b)

   ☒  Rule 13d-1(c)

   ☐  Rule 13d-1(d)

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP NO. 00507W107

 

  1   NAME OF REPORTING PERSON  
         
        Bigger Capital Fund, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         261,050 shares*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          261,050 shares*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        261,050 shares*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        1.5% *  
  12   TYPE OF REPORTING PERSON  
         
        PN  

*Consists of 261,050 shares of Common Stock underlying warrants.

  

2

CUSIP NO. 00507W107

  1   NAME OF REPORTING PERSON  
         
        Bigger Capital Fund GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         261,050 shares*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          261,050 shares*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        261,050 shares*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        1.5% *  
  12   TYPE OF REPORTING PERSON  
         
        OO  

*Consists of 261,050 shares of Common Stock underlying warrants.

  

3

CUSIP NO. 00507W107

 

  1   NAME OF REPORTING PERSON  
         
        District 2 Capital Fund LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         142,371 shares *  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          142,371 shares *  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        142,371 shares *  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1% *  
  12   TYPE OF REPORTING PERSON  
         
        PN  

*Consists of 142,371 shares of Common Stock underlying warrants.

   

4

CUSIP NO. 00507W107

 

  1   NAME OF REPORTING PERSON  
         
        District 2 Capital LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         142,371 shares *  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          142,371 shares *  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        142,371 shares *  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1% *  
  12   TYPE OF REPORTING PERSON  
         
        PN  

*Consists of 142,371 shares of Common Stock underlying warrants.

  

5

CUSIP NO. 00507W107

 

  1   NAME OF REPORTING PERSON  
         
        District 2 GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         142,371 shares *  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          142,371 shares *  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        142,371 shares *  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1% *  
  12   TYPE OF REPORTING PERSON  
         
        OO  

*Consists of 142,371 shares of Common Stock underlying warrants.

  

6

CUSIP NO. 00507W107

 

  1   NAME OF REPORTING PERSON  
         
        District 2 Holdings LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         142,371 shares *  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          142,371 shares *  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        142,371 shares *  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1% *  
  12   TYPE OF REPORTING PERSON  
         
        OO  

*Consists of 142,371 shares of Common Stock underlying warrants.

  

7

CUSIP NO. 00507W107

 

  1   NAME OF REPORTING PERSON  
         
        Michael Bigger  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares*  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         514,421 shares*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares*  
    8   SHARED DISPOSITIVE POWER  
           
          514,421 shares*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        514,421 shares*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        2.8% *  
  12   TYPE OF REPORTING PERSON  
         
        IN  

*Includes an aggregate of 100,000 shares of Common Stock held by Mr. Bigger’s sons. Also includes an aggregate of 414,421 shares of Common Stock underlying warrants, of which 261,050, 142, 371 and 11,000 warrants are held by Bigger Capital Fund, LP, District 2 Capital Fund LP and Patricia Winter, respectively.

  

8

CUSIP NO. 00507W107

 

  1   NAME OF REPORTING PERSON  
         
        Patricia Winter  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Austria  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         11,000 shares*  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         0 shares*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          11,000 shares*  
    8   SHARED DISPOSITIVE POWER  
           
          0 shares*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        11,000 shares*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%*  
  12   TYPE OF REPORTING PERSON  
         
        IN  

* Consists of 11,000 shares of Common Stock underlying warrants. Excludes shares deemed beneficially owned by Michael Bigger, the spouse of Ms. Winter.

  

9

CUSIP NO. 00507W107

 

Item 1(a).Name of Issuer:

 

FlexShopper, Inc. a Delaware corporation (the “Issuer”).

 

Item 1(b).Address of Issuer's Principal Executive Offices:

 

901 Yamato Road
Boca Raton, FL 33431

 

Item 2(a).Name of Person Filing
Item 2(b).Address of Principal Business Office or, if None, Residence
Item 2(c).Citizenship

 

Bigger Capital Fund, LP (“Bigger Capital”)

175 W Carver Street

Huntington, NY, 11743

Citizenship: Delaware

 

Bigger Capital Fund GP, LLC (“Bigger GP”)

175 W Carver Street

Huntington, NY, 11743

Citizenship: Delaware

 

District 2 Capital Fund LP (“District 2 CF”)

175 W Carver Street

Huntington, NY 11743

Citizenship: Delaware

 

District 2 Capital LP (“District 2”)

175 W Carver Street

Huntington, NY 11743

Citizenship: Delaware

 

District 2 GP LLC (“District 2 GP”)

175 W Carver Street

Huntington, NY 11743

Citizenship: Delaware

 

District 2 Holdings LLC (“District 2 Holdings”)

175 W Carver Street

Huntington, NY 11743

Citizenship: Delaware

10

CUSIP NO. 00507W107

 

Michael Bigger

175 W Carver Street

Huntington, NY, 11743

Citizenship: USA

 

Patricia Winter
175 W Carver Street

Huntington, NY, 11743

Citizenship: Austria

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Item 2(d).Title of Class of Securities:

 

Common Stock, par value $0.00001 per share (the “Common Stock”)

 

Item 2(e).CUSIP Number:

 

00507W107

 

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

    /x/ Not applicable.
       
  (a) / / Broker or dealer registered under Section 15 of the Exchange Act.
       
  (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
       
  (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
  (d) / / Investment company registered under Section 8 of the Investment Company Act.
       
  (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
  (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
  (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
  (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
  (j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).  
       
  (k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

11

CUSIP NO. 00507W107

 

Item 4.Ownership

 

(a)Amount beneficially owned:

 

As of the close of business on September 6, 2019 Bigger Capital owned 261,050 shares of Common Stock underlying warrants.

 

Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 261,050 shares of Common Stock beneficially owned by Bigger Capital.

 

As of the close of business on September 6, 2019, District 2 CF owned 142,371 shares of Common Stock underlying warrants. District 2, District 2 GP, and District 2 Holdings may be deemed to beneficially own the shares held by District 2 CF.

 

Mr. Bigger, as the managing member of Bigger Capital and Bigger GP, and as a managing member of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own the 261,050 shares of Common Stock beneficially owned by Bigger Capital and the 142,371 shares of Common Stock beneficially owned by District 2 CF. In addition, Mr. Bigger may be deemed the beneficial owner of 11,000 shares of Common Stock underlying warrants owned by Patricia Bigger, the spouse of Mr. Bigger, and an aggregate of 100,000 shares of Common Stock held by the sons of Mr. Bigger.

 

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Mr. Bigger also disclaims beneficial ownership of the shares owned by District 2 CF, the Common Stock beneficially owned by Ms. Winters and the shares of Common Stock held by his sons. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

 

(b)Percent of class:

 

The following percentages are based on 17,666,193 shares of Common Stock outstanding, as of August 12, 2019, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Form 10-Q for the period ended June 30, 2019, plus the number of shares of Common Stock underlying warrants beneficially owned by the Reporting Person.

 

As of the close of business on September 6, 2019, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 1.5% of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock, (iii) Mr. Bigger may be deemed to beneficially own approximately 2.8% of the outstanding shares of Common Stock and (iv) Ms. Winter may be deemed to beneficially own less than one percent of the outstanding Common Stock.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote

 

See Cover Pages Items 5-9.

12

CUSIP NO. 00507W107

 

(ii)Shared power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(iii)Sole power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

(iv)Shared power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

Item 5.Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [x ].

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable

 

Item 7.Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Exhibit 99.1 relating to the identification of Group Members was previously filed with the initial Schedule 13G.

 

Item 9.Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.Certifications.

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

13

CUSIP NO. 00507W107

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: September 6, 2019

 

Bigger Capital Fund, LP   Bigger Capital Fund GP, LLC
     
       
By: Bigger Capital Fund GP, LLC, its general partner   By: /s/ Michael Bigger
        Michael Bigger
By:

/s/ Michael Bigger

     Managing Member
  Michael Bigger      
  Managing Member    
       

 

District 2 Capital Fund LP   District 2 Capital LP
     
By: District 2 GP LLC, its general partner    
      By: /s/ Michael Bigger
By:

/s/ Michael Bigger

     Michael Bigger
  Michael Bigger     Managing Member
  Managing Member    

 

DISTRICT 2 GP LLC   DISTRICT 2 HOLDINGS LLC
         
By:

/s/ Michael Bigger

   By:

/s/ Michael Bigger

  Michael Bigger     Michael Bigger
  Managing Member     Managing Member

 

   
   
/s/ Michael Bigger

/s/ Patricia Winter

Michael Bigger Patricia Winter

 

 

14