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 Company1 State Street, 30th FloorNew York, NY 10004Attention:
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 503New York, NY
10001Telephone at (212) 929-5500 (bankers and brokers) or (800)
322-2885 (all others)rightsoffer@mackenziepartners.com
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
info@moodycapital.com. 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
Relationsir@flexshopper.com
Investor and Media Contact:Andrew Berger,
Managing DirectorSM Berger & Company, Inc.Tel: (216)
464-6400andrew@smberger.com
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