Current Report Filing (8-k)
November 16 2016 - 12:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
November 10, 2016
FlexShopper, Inc.
(Exact Name
of Registrant as Specified in Its Charter)
Delaware
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0-52589
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20-5456087
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2700 North Military Trail, Ste. 200 Boca Raton, FL
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33431
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(Address of Principal Executive Offices)
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(Zip Code)
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(Registrant’s Telephone number, including area code)
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(561) 419-2923
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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.
☐ 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))
Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Daniel Ballen and Katherine Verner to the
Board of Directors.
On June 10, 2016, FlexShopper, Inc. (“FlexShopper”
or the “Company”) conducted an offering of shares of its Series 2 Convertible Preferred Stock (the “Offering”)
pursuant to a Subscription Agreement by and between B2 FIE V LLC (the “Investor”) and the Company. In connection with
the Offering, the Investor and the Company entered into an Investor Rights Agreement, dated June 10, 2016 (the “Investor
Rights Agreement”), which provides that, subject to the terms and conditions set forth therein, the Investor shall have the
right to nominate two directors to the Company’s board of directors and, at each meeting of the Company’s stockholders
at which the election of directors is to be considered and the Investor holds the requisite Ownership Percentage (as defined in
the Investor Rights Agreement), shall have the right to designate two nominees whom the Company must nominate for election at such
meeting.
In connection with the Offering and pursuant to the Investor
Rights Agreement, effective November 10, 2016, the Company’s board of directors approved an increase in its size from five
to seven directors and appointed Daniel Ballen and Katherine Verner to the board of directors of the Company in accordance with
the Investor Rights Agreement to fill the vacancies created by such increase. Each of Mr. Ballen and Ms. Verner is a nominee of
the Investor and will serve as an independent director with a term expiring at the next annual meeting of the Company’s stockholders.
Neither Mr. Ballen nor Ms. Verner is expected to be named to any committees.
The summary of the Investor Rights Agreement contained in
this Item 5.02 is qualified in its entirety by the full text of the Investor Rights Agreement, which is filed as Exhibit 10.1
to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2016.
SI
GNATURE
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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FlexShopper, Inc.
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Date:
November 16, 2016
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By:
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/s/
Brad Bernstein
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Name:
Brad Bernstein, Chief Executive Officer
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