FlexShopper (FPAY) subsidiary under forbearance, set to shut after UCC sale

Rhea-AI Filing Summary

FlexShopper, Inc. reported that its wholly owned subsidiary Flex Revolution, LLC has entered into a Forbearance and Sixth Amendment to its credit agreement with BP Fundco, LLC. The lender agreed to continue forbearance on enforcing remedies for existing events of default, including failure to deliver financial statements, a collateral coverage shortfall and minimum liquidity issues, through the earlier of October 27, 2025 or certain trigger events.

The amendment extends the draw period to October 27, 2025 and permits Flex Revolution to request revolving loans above normal availability by up to $750,000 as over-advances, subject to specified uses and detailed requests. Basepoint is funding operations through these over-advances and other funds to facilitate an Article 9 UCC collateral sale scheduled for October 24, 2025. After that sale, any remaining obligations under the credit agreement will either be assumed by the buyer or extinguished, and Flex Revolution is expected to cease operations.

Positive

• None.

Negative

• Flex Revolution, LLC has incurred events of default under its credit agreement, requiring a forbearance arrangement with its lender.
• Subsidiary operations are expected to cease after an Article 9 UCC collateral sale on October 24, 2025, indicating a wind-down of that business line.
• Use of up to $750,000 in over-advances above normal revolving availability highlights liquidity strain at the subsidiary level.

Insights

Credit & restructuring analyst

Subsidiary is in default, operating under forbearance toward a collateral sale and shutdown.

Flex Revolution, LLC, a wholly owned subsidiary of FlexShopper, Inc., is operating under a forbearance agreement after events of default under its credit facility with BP Fundco, LLC. The lender has agreed to forbear from exercising remedies and to extend the draw period until October 27, 2025, while allowing over-advances of up to $750,000 above normal revolving availability.

The amendment channels these funds to keep Flex Revolution operating long enough to complete an Article 9 UCC sale of collateral scheduled for October 24, 2025. After that sale, remaining obligations under the credit agreement will either be assumed by the purchaser or extinguished, and Flex Revolution will cease operations. The filing does not quantify Flex Revolution’s contribution to the consolidated business, so the ultimate impact on the parent company depends on the subsidiary’s size and on how much debt remains after the collateral sale.

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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)

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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

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FAQ

What did FlexShopper (FPAY) disclose in this 8-K filing?

FlexShopper disclosed that its subsidiary Flex Revolution, LLC entered into a Forbearance and Sixth Amendment to its credit agreement with BP Fundco, LLC. The lender agreed to continue forbearance on enforcing remedies for existing events of default and to extend the draw period while the parties work toward a collateral sale.

What is the forbearance period for Flex Revolution’s credit agreement?

The forbearance period runs until the earlier of October 27, 2025, a failure by Flex Revolution to comply with the amendment, or an earlier date elected by Basepoint in its sole discretion.

Why is Flex Revolution in default under the Basepoint credit agreement?

The filing states that events of default include, among others, failure to deliver financial statements, a collateral coverage shortfall, and minimum liquidity requirement breaches under Section 8.01 of the credit agreement.

What are the key terms of the new over-advances for Flex Revolution?

The amendment allows Flex Revolution to request Revolving Credit Loans in excess of revolving availability by up to $750,000 through October 27, 2025. These over-advances accrue interest, are repayable by the maturity date, must be used for specified purposes, and require a detailed use-of-proceeds request.

What is the Article 9 UCC sale mentioned by FlexShopper?

The lender is funding Flex Revolution’s operations through over-advances and other funds until an Article 9 UCC sale of certain collateral, which is scheduled for October 24, 2025. After this sale, any remaining obligations under the credit agreement will either be assumed by the buyer of the collateral or extinguished.

What will happen to Flex Revolution, LLC after the Article 9 sale?

The filing states that once the Article 9 sale is completed, Flex Revolution will cease operations, indicating a planned wind-down of that subsidiary’s business.

Is FlexShopper, Inc. a guarantor on Flex Revolution’s credit agreement?

Yes. FlexShopper, Inc. is identified as the guarantor and Flex Revolution, LLC as the borrower under the Basepoint credit agreement that is being amended through the forbearance arrangement.