Current Report Filing (8-k)
May 21 2019 - 9:25AM
Edgar (US Regulatory)
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)
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May 21, 2019
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FlexShopper, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-37945
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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 (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):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, $0.0001 Par Value
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FPAY
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The Nasdaq Stock Market LLC
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Warrants, each to purchase one share of Common Stock
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FPAYW
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The Nasdaq Stock Market LLC
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Item 8.01. Other Events.
As previously reported, on November 21, 2018, FlexShopper, Inc.
(the “Company”) received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s common stock
listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer met the minimum bid price requirement
for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of
$1.00 per share (the “Minimum Bid Price Requirement”).
In accordance with Nasdaq Listing Rules, the Company had 180
calendar days, or until May 20, 2019, to regain compliance with the Minimum Bid Price Requirement. On May 21, 2019, Nasdaq informed
the Company that it had been granted a 180-day extension to November 18, 2019 to regain compliance with the Minimum Bid Price Requirement,
including by effecting a reverse stock split, if necessary.
If compliance with the Minimum Bid Price Requirement cannot
be demonstrated by November 18, 2019, Nasdaq will provide written notification that the Company’s common stock will be delisted.
In the event of such notification, the Company may appeal Nasdaq’s determination to delist its securities, but there can
be no assurance that Nasdaq would grant the Company’s request for continued listing.
On May 21, 2019, the Company issued a press release announcing
the 180-day extension to regain compliance with the Minimum Bid Price Requirement. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may constitute
“forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements, which are
based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified
by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,”
“should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,”
“anticipate,” or other comparable terms. Examples of forward-looking statements include statements regarding regaining
compliance with the Minimum Bid Price Requirement. These statements involve a number of risks, uncertainties and other factors
that could cause actual results to differ materially, as discussed in the Company’s Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 11, 2019 and the Company’s subsequent Quarterly Reports on Form 10-Q. The
forward-looking statements made in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K,
and the Company assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations,
except as otherwise required by law.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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FlexShopper, Inc.
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May 21, 2019
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By:
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/s/ Brad Bernstein
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Brad Bernstein, Chief Executive Officer
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2
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