false
0001397047
0001397047
2025-08-12
2025-08-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 12, 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, FlexShopper 2, LLC, a wholly-owned indirect subsidiary of the Company (the “Borrower”), entered into that
certain Credit Agreement, dated as of March 27, 2024, among the Borrower, Computershare Trust Company, National Association, as paying
agent (the “Paying Agent”), Powerscourt Investments 50, LP, as administrative agent (the “Administrative Agent”),
and the lenders party thereto (the “Lenders”) (as amended by Amendment No. 1 to Credit Agreement, dated as of April 9, 2025,
between the Borrower and the Administrative Agent, as further amended by Amendment No. 2 to Credit Agreement, dated as of April 30, 2025,
between the Borrower and the Administrative Agent, and as further amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”).
On August 12, 2025, the
Relevant Parties (as defined below) received a Notice of Events of Default and Reservation of Rights from the Administrative Agent
(the “Notice”), asserting that a number of Events of Default (as defined in the Credit Agreement) and Servicer Defaults
(as defined in the Servicing Agreement described below) and have occurred and are continuing under the provisions of the Credit
Agreement and the Servicing Agreement, including without limitation, (i) Events of Default under Section 7.1(d) of the Credit
Agreement as a result of the Borrower’s misrepresentations under Section 4.8 of the Credit Agreement that the Borrower’s
financial statements delivered to the Administrative Agent and Lenders at least from and after December 31, 2022, were prepared in
conformity with GAAP and fairly present, in all material respects, the financial position of the Borrower, and (ii) Events of
Default under Section 7.1(d) of the Credit Agreement as a result of certain false and misleading information provided by Borrower to
the Administrative Agent in connection with the Credit Agreement.
On August 18, 2025, the Borrower
and FlexShopper, LLC, a wholly-owned subsidiary of the Company (the “Guarantor” and, together with the Borrower, the “Relevant
Parties”), entered into a Limited Forbearance and Reaffirmation, dated as of August 16, 2025 (the “Forbearance Agreement”)
with the Administrative Agent in connection with the Credit Agreement and related documents entered into in connection with the Credit
Agreement, including:
| (i) | the Servicing Agreement, dated as of March 27, 2024, between the Borrower, the Guarantor, as servicer,
and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Servicing Agreement”),
pursuant to which the Borrower engaged the Guarantor to service certain leases and retail loans owned by the Borrower from time to time; |
| (ii) | the Validity Guaranty, dated as of March 27, 2024, made by the Guarantor in its capacity as validity guarantor
in favor of the Administrative Agent for the benefit of the Lenders (as amended, restated, supplemented or otherwise modified from time
to time, the “Validity Guaranty”), pursuant to which the Guarantor guaranteed that it will be liable to the Administrative
Agent and the Lenders for certain liabilities that may be imposed on the Administrative Agent and the Lenders; and |
| (iii) | the Limited Guaranty, dated as of March 27, 2024, made by the Guarantor in its capacity as guarantor in
favor of the Administrative Agent for the benefit of the Lenders (as amended, restated, supplemented or otherwise modified from time to
time, the “Limited Guaranty”), pursuant to which the Guarantor guarantees that it will be liable to the Administrative Agent,
on behalf of the Lenders, for the prompt payment and performance of the obligations of the Borrower under the Credit Agreement up to a
limit equal to 10% of the largest amount of the total utilization of the commitments under the Credit Agreement outstanding at any time
from and after the closing date of the Credit Agreement (regardless of whether such commitments have expired or have been terminated). |
As used in this current report,
the term “Credit Documents” means the Credit Agreement, the Servicing Agreement, the Validity Guaranty, the Limited Guaranty
and all other documents, instruments or agreements executed and delivered by the Borrower or the Guarantor for the benefit of the Administrative
Agent or any Lender in connection with the Credit Agreement.
Under the Forbearance Agreement,
the Administrative Agent and the Lenders have agreed to forbear from exercising rights and remedies under the Credit Agreement, the Servicing
Agreement, the Validity Guaranty, the Limited Guaranty or applicable law with respect to the Events of Default and Servicer Defaults under
the Credit Agreement, the Servicing Agreement and the other Credit Documents described in the Notice (the “Specified Defaults”)
through the earlier of (i) August 22, 2025 and (ii) the occurrence of any additional Event of Default (as defined in the Credit Agreement)
or Servicer Default (as defined in the Servicing Agreement) (the “Forbearance Period”). In connection with and as a condition
to the effectiveness of the Forbearance Agreement, the Relevant Parties agreed to pay all outstanding fees, out-of-pocket costs and expenses
of Administrative Agent’s and Lenders’ legal counsel in the amount of $180,000. In addition, under the Forbearance Agreement, the Borrower and the Guarantor acknowledged that the Specified Defaults have caused the
Borrower to incur obligations under the Validity Guaranty for the total utilization of the commitments under the Credit Agreement.
The Relevant Parties, the
Administrative Agent and the Lenders are currently in the process of exploring long-term solutions for the Company’s financing needs.
The foregoing description
of the Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Forbearance
Agreement, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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 |
|
Limited Forbearance and Reaffirmation, dated as of August 16, 2025, by and among FlexShopper 2, LLC, as borrower, FlexShopper, LLC, as guarantor, and Powerscourt Investments 50, LP, 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: August 18, 2025 |
By: |
/s/ John Davis |
| |
|
Name: |
John Davis |
| |
|
Title: |
President and Chief Operating Officer |
