FlexShopper Reminds Warrantholders That the Offer to Exchange Public Warrants for Common Stock Will Expire on Tuesday, Februa...
January 28 2020 - 4:10PM
FlexShopper, Inc. (Nasdaq: FPAY, FPAYW) (the “Company,” “we” or
“our”) today reminded warrantholders that its previously announced
offer to exchange (“Offer to Exchange”) 0.62 shares of the
Company’s common stock (the “Shares”) for each outstanding Public
Warrant is scheduled to conclude at 5:00 p.m., Eastern time, on
February 4, 2020. Tenders of Public Warrants must be made
prior to the expiration of the Offer to Exchange and may be
withdrawn at any time prior to the expiration of the Offer to
Exchange. Any and all outstanding Public Warrants are
eligible to be tendered pursuant to the Offer.
Warrantholders that hold their FlexShopper
warrants in a brokerage account should have received notice from
their broker with instructions on how tender their warrants for
exchange. Warrantholders who hold their shares directly in book
entry or certificated form should have received a notice with
instructions from Continental Stock Transfer & Trust
Co., Inc., the Depositary for the Offer.
As reported in our current report on Form 8-K
filed on December 30, 2019, holders of at least 50.1% of the
outstanding Public Warrants have agreed to the warrant exchange
terms. Warrants not exchanged pursuant to the Offer will be
converted into Shares at a rate of 0.56 of a share of our common
stock per Public Warrant, which is 10% less than the exchange rate
applicable to the Offer and following the completion of the Offer
and Conversion, the Public Warrants will be delisted.
The Offer to Exchange is not conditioned on the
tender of any minimum number of Public Warrants. The Company will
exchange all Public Warrants properly tendered and not properly
withdrawn prior to the expiration of the Offer to Exchange, as
described in the Offer to Exchange Letter that is filed with the
SEC under cover of Schedule TO and being distributed to Public
Warrant holders. The Offer to Exchange is, however, subject to
certain customary conditions, as described in the Offer to Exchange
Letter.
None of the Company or its board of directors,
officers or employees makes any recommendations to Public Warrant
holders as to whether to tender or refrain from tendering their
Public Warrants pursuant to the Offer to Exchange. Public
Warrantholders must decide how many Public Warrants they will
tender, if any.
The information agent for the Offer to Exchange
is Morrow Sodali. The depositary for the Offer to Exchange is
Continental Stock Transfer & Trust Company. The Offer to
Exchange, Letter of Transmittal and related documents are being
delivered to Public Warrantholders of record and will be made
available for distribution to beneficial owners of the Public
Warrants.
Additional InformationThis
press release is for informational purposes only and is not an
offer to purchase or a solicitation of an offer to sell the Public
Warrants or an offer to sell or a solicitation to buy any shares of
the Company’s common stock. The Offer to Exchange
described above is made only pursuant to a Tender Offer Statement
on Schedule TO and related exhibits, including the Offer to
Exchange Letter, Letter of Transmittal and other related documents,
filed with the SEC. Public Warrant holders should read carefully
the Tender Offer Statement on Schedule TO, Offer to Exchange
Letter, Letter of Transmittal and related exhibits, as they contain
important information about the Offer to
Exchange. Public Warrant holders can obtain these
documents free of charge from the SEC’s website at www.sec.gov, or
by directing a request to the information agent for the Offer to
Exchange, Morrow Sodali, toll-free (800) 662-5200 (banks
and brokerage firms, please call (203) 658-9400).
About FlexShopper,
Inc.FlexShopper, Inc. enables consumers to shop for brand
name electronics, home furnishings and other durable goods on a
lease-to-own (LTO) basis through its e-commerce marketplace
(www.FlexShopper.com), as well as its patented and patent pending
systems. FlexShopper also provides LTO technology platforms to
retailers and e-retailers to facilitate transactions with consumers
that want to acquire their products, but do not have sufficient
cash or credit. FlexShopper approves consumers utilizing its
proprietary consumer screening model, collects from consumers under
an LTO contract and funds the LTO transactions by paying merchants
for the goods.
Forward-Looking StatementsIn
addition to historical information, this release may contain a
number of “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements include, without limitation,
information concerning completion of the Offer to Exchange, the
terms and timing of the Offer to Exchange, and the impact of
completion of the Offer to Exchange. The Company may modify the
terms or timing of the Offer to Exchange with requisite notice.
These statements are based on the Company’s management’s current
expectations and beliefs, as well as a number of assumptions
concerning future events. When used in this press release, the
words “may,” “expect,” “estimate,” “project,” “purpose,” “plan,”
“believe,” “intend,” “anticipate,” “will,” “continue,” “potential,”
“should,” “could,” and similar terms and phrases are intended to
identify forward-looking statements. Although the Company believes
that the expectations reflected in these forward-looking statements
are reasonable, they do involve certain assumptions, risks and
uncertainties. These forward-looking statements represent the
Company’s current expectations or beliefs concerning future events,
and it is possible that the results described in this release will
not be achieved. These forward-looking statements are subject to
certain risks, uncertainties and assumptions, including those
identified in this release or disclosed from time to time in the
Company’s filings with the SEC. Factors that could cause actual
results to differ from the Company’s expectations include changes
in market conditions, actions by holders of Public Warrants and
other investors, changes in demand for our services, availability
of financing and capital, the Company’s liquidity, the Company’s
compliance with covenants under its credit agreement, and other
factors described in the Company’s public disclosures and filings
with the SEC, including those described under “Item 1A. Risk
Factors” in our annual report on Form 10-K filed with the
SEC on March 11, 2019. As a result of these factors, actual
results may differ materially from those indicated or implied by
forward-looking statements.
Any forward-looking statement speaks only as of
the date on which it is made, and, except as required by federal
securities law, the Company does not undertake any obligation to
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
Contact:Jeremy HellmanVice
PresidentThe Equity Group212-836-9626jhellman@equityny.com
FlexShopper, Inc.Investor
Relationsir@flexshopper.com
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