As previously reported, on March 17, 2016, the holders of a majority of the shares of the common stock of FlexShopper Inc (OTCMKTS:FPAY) approved by written consent the grant of discretionary authority to the Company’s board of directors (the “Board”) to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the outstanding shares of common stock of the Company (“Common Stock”), at such time and date as determined by the Board, by a ratio of not less than one-for-five and not more than one-for-10, with the exact ratio to be set at a number within this range as determined by the Board in its sole discretion.
On October 14, 2016, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment (the “Certificate of Amendment”) to its certificate of incorporation, which Certificate will effectuate as of October 24, 2016 at 11:59 p.m. Eastern Time (the “Effective Time”) the reverse stock split by a ratio of one-for-10 (the “Reverse Split”). At the Effective Time, every 10 outstanding shares of Common Stock became one share of Common Stock. No fractional shares were, or shall be, issued in connection with the Reverse Split. A stockholder who would otherwise be entitled to receive a fractional share of Common Stock will be entitled to receive the fractional share rounded up to the next whole share. The Reverse Split did not change the number of shares of common or preferred stock that the Company is authorized to issue, or the par value of the Company’s common or preferred stock.
The Reverse Split will result in a proportionate adjustment to the per share exercise price and the number of shares of Common Stock issuable upon the exercise of outstanding preferred stock, stock options and warrants, as well as the number of shares of Common Stock eligible for issuance under the Company’s 2007 Omnibus Equity Compensation Plan and 2015 Omnibus Equity Compensation Plan.