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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):
August 18, 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”)
August 18, 2025
Item
1.01. Entry into a Material Definitive Agreement.
As previously disclosed,
on March 27, 2024, the Company, through FlexShopper 2, LLC, its wholly-owned subsidiary (the “Borrower”), entered into a
Credit Agreement with Powerscourt Investments 50, LP, an affiliate of Waterfall Asset Management, LLC, as administrative agent (in such
capacity, the “Administrative Agent”), Computershare Trust Company, National Association, as paying agent, and various lenders
from time to time party thereto, as subsequently amended by Amendment No. 1 to Credit Agreement, dated as of April 9, 2025, and Amendment
No. 2 to Credit Agreement, dated as of April 30, 2025, between the Borrower and the Administrative Agent (as amended, supplemented and
otherwise modified, the “Credit Agreement”). Additionally, on March 27, 2024, the Borrower entered into a Fee Letter with
the Administrative Agent (as amended, supplemented and otherwise modified, the “Fee Letter”).
On August 18, 2025, the Borrower
and the Administrative Agent amended the Credit Agreement and the Fee Letter to permit the Administrative Agent to provide interim financing
to the Borrower to fund the Company’s immediate working capital requirements.
The foregoing summary is qualified
in its entirety by reference to the full text of Amendment No. 3 to Credit Agreement and Amendment No. 1 to Fee Letter, attached as Exhibit
10.1, which is 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 |
|
Amendment No. 3 to Credit Agreement and Amendment No. 1 to Fee Letter, dated as of August 18, 2025, between FlexShopper 2, LLC and Powerscourt Investments 50, LP, as administrative agent and as the lender. |
| 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: August 20, 2025 |
By: |
/s/ John Davis |
| |
|
Name: |
John Davis |
| |
|
Title: |
President and Chief Operating Officer |
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