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) February 2, 2018

FlexShopper, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (855) 353-9289

(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))

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. ☐

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated into this item by reference.

On January 29, 2018 and January 30, 2018, FlexShopper, LLC (the “Borrower”), a wholly-owned subsidiary of FlexShopper, Inc. (“FlexShopper”), entered into letter agreements with H. Russell Heiser, Jr., FlexShopper’s Chief Financial Officer, and NRNS Capital Holdings LLC (“NRNS”), respectively (such letter agreements, together, the “Commitment Letters”), pursuant to which the Borrower issued a subordinated promissory note to each of Mr. Heiser and NRNS (each such promissory note, a “Note” and, together, the “Notes”). The Commitment Letters provide that Mr. Heiser and NRNS each shall make advances to the Borrower under the applicable Note in aggregate amounts up to $1,000,000 and $2,500,000, respectively. Such amounts may be drawn by the Borrower until July 31, 2018 in one or more advances. Upon issuance of the Notes, the Borrower drew $500,000 on the Note held by Mr. Heiser and $2,500,000 on the Note held by NRNS.

Besides the identity of the respective lenders and the maximum amounts available to be borrowed, the terms and provisions of each of the Commitment Letters and each of the Notes are the same. Payments of principal and accrued interest are due and payable by the Borrower upon 30 days’ prior written notice from the applicable noteholder and the Borrower can prepay principal and interest at any time without penalty. Amounts outstanding under the Notes bear interest at a rate equal to three percent (3.00%) 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”). Obligations under the Notes are subordinated to obligations under the Senior Credit Facility. The Notes are subject to customary representations and warranties and events of default. If an event of default occurs and is continuing, the Borrower may be required to repay all amounts outstanding under each Note. Obligations under the Notes are secured by essentially all of the Borrower’s assets, subject to rights of the lenders under the Senior Credit Facility.

SIGNATURE

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.

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