FlexShopper (NASDAQ: FPAY) faces Nasdaq bid price and filing deficiencies

Rhea-AI Filing Summary

FlexShopper, Inc. reported that Nasdaq has notified the company its common stock has failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days, putting its Nasdaq Global Market listing at risk. The stock continues to trade under the symbol FPAY, and FlexShopper has until March 17, 2026 to restore its closing bid price to at least $1.00 for ten consecutive business days to regain compliance.

If it cannot do so, the company may seek a transfer to the Nasdaq Capital Market and a second 180‑day compliance period, but Nasdaq would need to agree that the deficiency can be cured. FlexShopper also remains out of compliance for late SEC filings of its 2024 Form 10‑K and its Form 10‑Qs for the quarters ended March 31 and June 30, 2025, which must be filed by October 13, 2025 to resolve that separate listing issue. The company notes there is no assurance it will meet either requirement.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency: FlexShopper’s stock traded below the $1.00 minimum for 30 consecutive business days, triggering a formal listing compliance issue and potential delisting risk if not cured.

Insights

Equity markets and listing standards analyst

FlexShopper now faces dual Nasdaq compliance issues on bid price and filings.

The notice from Nasdaq means FlexShopper’s common stock has traded below the $1.00 minimum bid price for 30 straight business days, triggering a formal deficiency under Nasdaq Listing Rule 5450(a)(1). The company has until March 17, 2026 to achieve a closing bid of at least $1.00 for ten consecutive business days to regain compliance, a standard feature of Nasdaq’s cure process.

If the company fails to meet this by March 17, 2026, it may seek a transfer to the Nasdaq Capital Market and a further 180‑day period, but that would require satisfying all other initial listing criteria and convincing Nasdaq Staff that curing the bid‑price issue is realistic. In parallel, FlexShopper is already out of compliance for not timely filing its 2024 Form 10‑K and two 2025 Form 10‑Qs, which must be submitted by October 13, 2025 to address that separate rule breach.

The combination of a bid‑price deficiency and delinquent SEC reports elevates listing risk. Actual outcomes will depend on whether FlexShopper can both restore its share price to at least $1.00 for the required period and complete the outstanding filings by the specified dates, or otherwise obtain relief from Nasdaq through a Capital Market transfer or an appeal to a Hearings Panel.

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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 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”)

September 18, 2025

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 18, 2025, the Company received a deficiency letter (the “Letter”) from the Nasdaq Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for a period of 30 consecutive business days, the bid price for the Company’s common stock, $0.0001 par value per share (the “Common Stock”) had closed below the $1.00 per share minimum required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). The letter has no immediate effect on the listing of the Common Stock, which continues to trade on The Nasdaq Global Market under the symbol “FPAY” at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has until March 17, 2026 to regain compliance with the Minimum Bid Price Requirement (the “Initial Compliance Period”). To regain compliance, the closing bid price for the Common Stock must be at least $1.00 per share for a minimum of ten consecutive business days during the Initial Compliance Period, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

If the Company does not regain compliance with the Minimum Bid Price Requirement by March 17, 2026, the Company may be eligible for an additional 180 calendar day period to regain compliance (the “Second Compliance Period”). To qualify for the Second Compliance Period, the Company would be required to transfer to The Nasdaq Capital Market (the “Capital Market”) and meet the continued listing requirement for market value of publicly held shares on the Capital Market and all other applicable requirements for initial listing on the Capital Market, except for the Capital Market’s bid price requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the Second Compliance Period. As part of its review process to determine whether the Second Compliance Period would be granted to the Company, the Staff would make a determination about whether it believes the Company will be able to cure the deficiency. If the Staff concludes that the Company will not be able to cure the deficiency, or if the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by the Staff, the Staff will provide written notice to the Company that the Common Stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearings Panel. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement.

As previously disclosed, on April 17, 2025 the Company received a notice from the Staff of Nasdaq indicating that, as a result of not having timely filed its Annual Report on Form 10-K for the period ended December 31, 2024 (the “Form 10-K”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission. The Company is required to file its Form 10-K. along with its Forms 10-Q for the quarters ended March 31, 2025 and June 30, 2025, by October 13, 2025 to regain compliance with the listing rule. There can be no assurance that the Company will be able to make those SEC filings by such date.

1

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: September 24, 2025	By:	/s/ John Davis
		Name:	John Davis
		Title:	President and Chief Operating Officer

2

FAQ

What Nasdaq notice did FlexShopper (FPAY) receive about its share price?

FlexShopper received a Nasdaq notice that its common stock failed to meet the $1.00 per share minimum bid price for 30 consecutive business days, putting it out of compliance with Nasdaq Listing Rule 5450(a)(1).

How long does FlexShopper (FPAY) have to regain Nasdaq bid price compliance?

FlexShopper has until March 17, 2026 to regain compliance by having its closing bid price at or above $1.00 per share for at least ten consecutive business days during that period.

What happens if FlexShopper does not meet the $1.00 bid price requirement by March 17, 2026?

If FlexShopper does not regain compliance by March 17, 2026, it may qualify for a second 180‑day compliance period by transferring to the Nasdaq Capital Market and meeting that market’s other listing criteria, subject to Nasdaq Staff approval.

Could FlexShopper’s stock be delisted from Nasdaq?

Yes. If FlexShopper fails to regain compliance within the allowed periods, Nasdaq Staff may determine that its common stock is subject to delisting, though the company would have the right to appeal to a Nasdaq Hearings Panel.

Is FlexShopper also out of compliance for late SEC filings?

Yes. Nasdaq previously notified FlexShopper that it is not in compliance with listing rules because it has not timely filed its 2024 Form 10‑K and its Form 10‑Qs for the quarters ended March 31 and June 30, 2025.

By when must FlexShopper file its delayed Form 10-K and Form 10-Qs to address the filing deficiency?

FlexShopper is required to file its 2024 Form 10‑K and its Form 10‑Qs for the quarters ended March 31, 2025 and June 30, 2025 by October 13, 2025 to regain compliance with Nasdaq’s periodic reporting rule.

Does the Nasdaq minimum bid price letter immediately affect FPAY trading?

No. The letter has no immediate effect on the listing, and FlexShopper’s common stock continues to trade on the Nasdaq Global Market under the symbol FPAY while it attempts to regain compliance.