FlexShopper Announces First Come First Serve Extension of Rights Offering

BOCA RATON, Fla., Dec. 23, 2024 (GLOBE NEWSWIRE) — FlexShopper (Nasdaq: FPAY) (“FlexShopper” or the “Corporation”) announced today that it has extended the expiration date of its previously announced rights offering to ensure adequate time for holders of rights to make their first come first serve investment decision and for additional orders to be processed on a first come first serve basis. All other terms and conditions, including pricing, of the rights offering remain unchanged. A myriad of events, including the disruption in the equity markets resulting from macroeconomic factors, the overhang from the budget deadlines and delivery of documents to our Canadian shareholders as a result of the recently ended Canada postal strike, are contributing factors to the extension.

FlexShopper has extended the expiration of the rights offering to 5:00 pm ET on Friday, January 10, 2025 (the “Extended Expiration Time”). Only shareholders that exercise their initial units will receive Series A, B, and C rights to purchase FlexShopper’s common stock. The respective expiration dates will be extended accordingly for the Series A, B and C common stock purchase rights, which are 30, 60 and 90 days following the closing date of the subscription offering.

FlexShopper encourages its rights holders to contact their broker or financial advisor’s Corporate Actions Department immediately to participate in the rights offering. Rights offering information can be found at https://www.sec.gov and https://investors.flexshopper.com.

The rights offering allows FlexShopper’s stockholders of record as of December 2, 2024 to purchase up to 35,000,000 units. The rights offering was made through a dividend in the form of two non-transferable basic subscription rights for each share of common stock or common stock equivalent owned on the record date. Each right permits the holder to purchase one unit at a fixed subscription price of $1.70 per unit. Each unit consists of one share of common stock, as well as short-term Series A, B and C rights to purchase additional shares of common stock at varying discounted market-based prices.

The rights offering includes an over-subscription privilege, which entitles each rights holder that exercises all its basic subscription privileges in full the right to purchase additional units that remain unsubscribed at the Extended Expiration Time. The over-subscription privileges are subject to availability and a pro-rata allocation of shares among participants. All basic subscription rights and over-subscription privileges may be exercised during the subscription period through the Extended Expiration Time. If a rights holder does not exercise their subscription rights before the Extended Expiration Time, such rights will be deemed expired and void and will have no value.

If shares of common stock are held in the rights holder’s name, and subscription rights will not be exercised through a broker, dealer, custodian bank or other nominee (including any mobile investment platform), then the subscription certificate, all other required subscription documents and subscription payments should be sent by mail to Continental Stock Transfer, the Subscription Agent, at the address below, to be received before the Extended Expiration Time. Participants should refer to the instructions included with the subscription documents for complete information regarding completing and submitting the subscription documents.

By Hand or Overnight Courier or Regular Mail:

Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, NY 10004 Attention: Corporate Actions – FlexShopper, Inc.

A copy of the prospectus and related materials were sent to holders of record on December 3, 2024. Additionally, a copy of the prospectus may be requested from, and questions relating to the rights offering may be directed to, the information agent for the rights offering, as follows:

Rights Offering Information Agent

MacKenzie Partners, Inc.
7 Penn Plaza, Suite 503
New York, NY 10001
Telephone at (212) 929-5500 (bankers and brokers) or (800) 322-2885 (all others)
[email protected]

FlexShopper has engaged Moody Capital Solutions, Inc. (“Moody Capital”) to act as dealer-manager for the rights offering. Moody Capital Solutions, Inc. invites any broker-dealers interested in participating in the rights offering to contact [email protected]. Moody Capital is offering a selected dealer fee of $0.051 per unit to registered broker-dealers (who do not manage accounts on a discretionary basis) in connection with the solicitation and exercise of the subscription rights and acceptance by the Corporation of such subscription. Moody Capital has a selected dealer agreement and W-9 that must be completed before such selected dealer can accept payment from Moody Capital. Moody Capital is also offering 3% to selected dealers on the solicitation and exercise of Series A, Series B and Series C rights.

The Corporation recommends that current shareholders consider notifying their broker or financial advisor about the rights offering to ensure their ability to participate in the rights offering.

The Company’s registration statement on Form S-1 was declared effective by the U.S. Securities and Exchange Commission on November 29, 2024. The prospectus relating to and describing the terms of the rights offering has been filed with the SEC on December 2, 2024, and is available on the SEC’s website at www.sec.gov. This announcement shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

About FlexShopper

FlexShopper, Inc. is a leading national financial technology company that offers innovative payment options to consumers. FlexShopper provides a variety of flexible funding options for underserved consumers through its direct-to-consumer online marketplace at Flexshopper.com and in partnership with merchants both online and at brick-and-mortar locations. FlexShopper’s solutions are crafted to meet the needs of a wide range of consumer segments through lease-to-own and lending products.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of the Corporation. The information contained in this press release may include, but are not limited to, statements about undertaking the rights offering, as well as, operating performance, trends, events that we expect or anticipate will occur in the future, statements about sales levels, restructuring, profitability and anticipated expenses and cash outflows. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking statements” within the meaning of the Act and words such as “may,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “forecast” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations and involve risks and uncertainties. For the Corporation, these risks and uncertainties include, but are not limited to: our ability to obtain adequate financing to fund our business operations in the future; the failure to successfully manage and grow our FlexShopper.com e-commerce platform; our ability to maintain compliance with financial covenants under our credit agreement; our dependence on the success of our third-party retail partners and our continued relationships with them; our compliance with various federal, state and local laws and regulations, including those related to consumer protection; the failure to protect the integrity and security of customer and employee information; and those discussed more fully in documents filed with the SEC by the Corporation, particularly in Item 1A, Risk Factors, in Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, and Part II of the Corporation’s subsequently filed Quarterly Reports on Form 10-Q. The Corporation cannot guarantee any future results, levels of activity, performance or achievements. In addition, there may be events in the future that the Corporation may not be able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by U.S. federal securities law, we assume no obligation, and disclaim any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.

Contacts

For FlexShopper:

Investor Relations
[email protected]

Investor and Media Contact:

Andrew Berger, Managing Director
SM Berger & Company, Inc.
Tel: (216) 464-6400
[email protected]