FlexShopper, Inc. (NASDAQ:FPAY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On December 28, 2018, FlexShopper, Inc. (the “Company”), through a wholly-owned indirect subsidiary (the “Borrower”), entered into Amendment No. 11 (the “Amendment”) to the Credit Agreement originally entered into on March 6, 2015 by and among the Borrower and WE 2014-1, LLC, an affiliate of Waterfall Asset Management, LLC, and certain other lenders thereunder from time to time (as amended from time to time, the “Credit Agreement”). The Amendment amended the Credit Agreement to increase the aggregate commitment amount of the lenders thereunder from $25.0 million to $32.5 million.
| Item 1.01 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective December 27, 2018, the Company’s board of directors (the “Board”) approved the appointment of Howard S. Dvorkin to fill a vacancy on the Board. Mr. Dvorkin is not expected to be named to any committees of the Board and will be compensated for his service as a director to the Company’s Non-Employee Director Compensation Policy.
Mr. Dvorkin is the manager of NRNS Capital Holdings, LLC (“NRNS”). On January 30, 2018, FlexShopper, LLC (the “Maker”), a wholly-owned subsidiary of the Company, entered into a letter agreement with NRNS to which the Maker issued a subordinated promissory note (the “Note”) to NRNS in the principal amount of $2.5 million. Amounts outstanding under the Note bear interest at a rate equal to three percent (5.00%) per annum in excess of the non-default rate of interest from time to time in effect under that certain Credit Agreement dated as of March 6, 2015 among FlexShopper 2, LLC, Wells Fargo Bank, National Association, WE 2014-1, LLC and the lenders party thereto (the “Senior Credit Facility”). On August 29, 2018, the Maker amended and restated the Note such that (1) the maturity date for the Note was set at June 30, 2019 and (2) in connection with the completion of the offering described in the Registration Statement on Form S-1 initially filed by the Company with the Securities and Exchange Commission on August 13, 2018, NRNS could elect to convert up to 50% of the outstanding principal of the Note plus accrued and unpaid interest thereon into equity sold by the Company in such offering at a conversion price equal to the per-share price paid to the Company by the underwriters, net of the underwriting discount. NRNS so elected to convert 50% of the principal of the Note upon consummation of the September 28, 2018 unit offering into 1,507,395 shares of the Company’s common stock (“Common Stock”) and warrants exercisable for 753,697 shares of Common Stock at an exercise price of $1.25 per share. As of December 31, 2018, the Maker had paid to NRNS $215,742 in interest on the Note and $1,296,087 of principal and accrued interest remained outstanding under the Note.
| Item 1.01 | Regulation FD Disclosure. |
On January 3, 2019, the Company issued a press release announcing Mr. Dvorkin’s appointment to the Board. This press release is attached as Exhibit 99.1 hereto.
The information furnished in Item 1.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits.
FlexShopper, Inc. Exhibit
EX-99.1 2 f8k122718ex99-1_flexshop.htm PRESS RELEASE,…
To view the full exhibit click here
About FlexShopper, Inc. (NASDAQ:FPAY)
FlexShopper, Inc. is a holding company. The Company, through FlexShopper, LLC (FlexShopper), is engaged in the business of providing certain types of durable goods to consumers on a lease-to-own basis and providing lease-to-own (LTO) terms to consumers of third-party retailers and e-tailers. FlexShopper and its online LTO products provide consumers the ability to acquire durable goods, including electronics, computers and furniture on a payment, lease basis. Concurrently, FlexShopper’s model provides e-tailers and retailers an opportunity to upturn their sales by utilizing FlexShopper’s online channels to connect with consumers that want to acquire products on an LTO basis. FlexShopper processes LTO transactions using its LTO Engine. The LTO Engine is FlexShopper’s technology that automates the process of consumers receiving spending limits and entering into leases for durable goods within a few minutes. FlexShopper owns two subsidiaries: FlexShopper 1, LLC and FlexShopper 2, LLC.
