S-1/A 1 ea0217572-03.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on November 20, 2024

Registration No. 333-282857

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

FlexShopper, Inc.
(Exact name of registrant as specified in its charter)

____________________

Delaware		6153		20-5456087
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

901 Yamato Road, Suite 260
Boca Raton, FL 33431
Telephone: (855) 353-9289
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________

H. Russell Heiser Jr.
Chief Executive Officer
FlexShopper, Inc.
901 Yamato Road, Suite 260
Boca Raton, FL 33431
Telephone: (855) 353-9289
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

With a copy to:

Spencer G. Feldman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas, 15th Floor
New York, NY 10019
Telephone: (212) 451-2300

Ruba Qashu, Esq.
Barton LLP
100 Wilshire Blvd., Suite 1300
Santa Monica, CA 90401
Telephone: (424) 428-1101

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

____________________

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

____________________

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

	Per Unit	Total
Unit Subscription Price(1)	$	$
Dealer-manager fees and expenses(2)	$	$
Proceeds to us, before expenses(3)	$	$

		Page
PROSPECTUS SUMMARY		1
RISK FACTORS		10
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		15
QUESTIONS AND ANSWERS RELATING TO THIS OFFERING		16
USE OF PROCEEDS		24
CAPITALIZATION		26
MARKET FOR COMMON STOCK AND DIVIDEND POLICY		27
THE OFFERING		28
DESCRIPTION OF securities		37
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONs		42
PLAN OF DISTRIBUTION		50
LEGAL MATTERS		52
WHERE YOU CAN FIND ADDITIONAL INFORMATION		53

		Dates*
Record date
Commencement date

SUBSCRIPTION RIGHTS
Deadline for delivery of subscription certificates and payment of unit subscription price
Expiration date for Subscription Rights
Extension period

SERIES A RIGHTS
Deadline for delivery of subscription certificates and payment of exercise price
Expiration date for Series A Rights

SERIES B RIGHTS
Deadline for delivery of subscription certificates and payment of exercise price
Expiration date for Series B Rights

SERIES C RIGHTS
Deadline for delivery of subscription certificates and payment of exercise price
Expiration date for Series C Rights

	As of September 30, 2024 (unaudited)
	Actual		As Adjusted
Long-term debt	$	138,829,295	$
Stockholders’ equity
Series 1 Convertible Preferred Stock, $0.001 par value – authorized 250,000 shares, issued and outstanding 170,332 shares at $5.00 stated value issued and outstanding at September 30, 2024		851,660
Series 2 Convertible Preferred Stock, $0.001 par value – authorized 25,000 shares, issued and outstanding 21,952 shares at $1,000 stated value		21,952,000
Common Stock, $0.0001 par value – authorized 40,000,000 shares, issued 21,988,711 shares at September 30, 2024 and 21,752,304 shares at December 31, 2023		2,200
Treasury Shares, at cost- 526,822 shares at September 30, 2024 and 164,029 shares at December 31, 2023		(563,537)
Additional paid-in capital		42,841,302
Accumulated deficit		(35,275,053)
Total stockholders’ equity		29,808,572
Total capitalization	$	168,637,867	$

Amendment: SEC Form S-1/A filed by FlexShopper Inc.