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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 30, 2025
| 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, Suite 260
Boca Raton, Florida |
|
33431 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
| |
|
|
| Registrant’s
telephone number, including area code: (855) 353-9289 |
| N/A |
| (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)) |
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, par value $0.0001 per share |
|
FPAY |
|
The Nasdaq Stock Market LLC |
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. ☐
CURRENT
REPORT ON FORM 8-K
FlexShopper,
Inc. (the “Company”)
September
30, 2025
Item
1.01. Entry into a Material Definitive Agreement.
On
September 30, 2025, the Company, as guarantor, and Flex Revolution, LLC, a wholly owned subsidiary of the Company, as borrower (“Flex
Revolution”), entered into a Forbearance and Sixth Amendment (the “Amendment”) to Credit Agreement (the “Basepoint
Credit Agreement”) with BP Fundco, LLC, as administrative agent and as a lender (“Basepoint”). All capitalized terms
used in this Iten 1.01 are, unless otherwise indicated, as defined in the Basepoint Credit Agreement
Pursuant
to the Amendment, Basepoint agreed to (a) continue to forbear on taking any action or exercising any rights or remedies available to
Basepoint against Flex Revolution or the Company, which arise from certain Events of Default by Flex Revolution under Section 8.01 of
the Basepoint Credit Agreement, including, among others, failure to deliver financial statements, a collateral coverage shortfall, and
minimum liquidity requirements, until the earlier of (x) October 27, 2025, (y) the failure of Flex Revolution to perform or observe any
term, covenant or agreement set forth in the Amendment or (z) at the election of Basepoint, in its sole discretion (the “Forbearance
Period”), and (b) extend the Draw Period under the Basepoint Credit Agreement until October 27, 2025, subject to earlier termination
due to certain trigger events. In addition, the Amendment revises Section 2.01 of the Basepoint Credit Agreement to allow Flex Revolution
to request Revolving Credit Loans in excess of the Revolving Credit Availability of up to $750,000 through October 27, 2025 (the “Over-Advances”).
The Over-Advances accrue interest, are repayable by the maturity date, must be used for specified purposes and require a detailed use
of proceeds request. Basepoint is funding Flex Revolution operations through the Over-Advances and access to other funds through October
27, 2025, to facilitate the sale of certain of Basepoint’s Collateral in an Article 9 UCC Sale (the “Article 9 Sale”)
scheduled to occur on October 24, 2025. After the sale, any remaining obligations of Flex Revolution under the Basepoint Credit Agreement
will either be assumed by the purchaser of the Collateral or extinguished. Once the Article 9 Sale is completed, Flex Revolution will
cease operations.
The
foregoing summary description of the Amendment is qualified in its entirety by reference to the full text thereof, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein in its entirety.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this current report.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Forbearance and Sixth Amendment to Credit Agreement, dated as of September 30, 2025, among Flex Revolution, LLC, as borrower, the Company, as guarantor, the Lenders party thereto and BP Fundco, LLC, as administrative agent. |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
| |
|
| Date:
October 3, 2025 |
By: |
/s/
Matthew Doheny |
| |
|
Name: |
Matthew
Doheny |
| |
|
Title: |
Chief
Restructuring Officer |
2
