Director Dvorkin Howard exercised 2,941,089 in-the-money shares at a strike of $1.70 (SEC Form 4)
$FPAY
Diversified Commercial Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
FlexShopper, Inc. [ FPAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/16/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/16/2025 | X | 1,470,500(1) | A | $1.7 | 6,031,958 | I | See footnote(4) | ||
| Common Stock | 01/16/2025 | X | 1,470,589(2) | A | $1.7(3) | 3,610,689 | I | See footnote(5) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subscription Rights (rights to buy) | $1.7 | 01/16/2025 | X | 2,941,089(6) | 12/03/2024 | 01/10/2025 | Common Stock | 2,941,089 | $0 | 0 | I | See footnote(10) | |||
| Series A Rights (rights to buy) | (7) | 01/16/2025 | X | 2,941,089 | (7) | (7) | Common Stock | 2,941,089 | (7) | 2,941,089 | I | See footnote(10) | |||
| Series B Rights (rights to buy) | (8) | 01/16/2025 | X | 2,941,089 | (8) | (8) | Common Stock | 2,941,089 | (8) | 2,941,089 | I | See footnote(10) | |||
| Series C Rights (rights to buy) | (9) | 01/16/2025 | X | 2,941,089 | (9) | (9) | Common Stock | 2,941,089 | (9) | 2,941,089 | I | See footnote(10) | |||
| Explanation of Responses: |
| 1. Represents the number of shares of common stock of the issuer that the reporting person purchased in the issuer's rights offering through PITA Holdings, LLC ("PITA") pursuant to the exercise of subscription rights, as described in the issuer's prospectus, dated December 2, 2024 (the "Prospectus"). |
| 2. Represents the number of shares of common stock of the issuer that the reporting person purchased in the issuer's rights offering through NRNS Capital Holdings LLC ("NRNS") pursuant to the exercise of subscription rights, as described in footnote (3) and the issuer's Prospectus. |
| 3. NRNS, the manager of which is the reporting person, purchased $2.5 million of units through the contribution into units of a like amount of the outstanding principal and accrued interest under the subordinated promissory notes payable by the issuer to NRNS. |
| 4. 6,031,958 shares are held of record by PITA. The manager of PITA is Beta Investment Group, Inc. ("Beta"), of which the reporting person is the President. The reporting person disclaims beneficial ownership of the securities of the issuer held of record by PITA except to the extent of his pecuniary interest therein. Amount excludes 1,190,000 shares of the issuer's common stock which are issuable upon the exercise of warrants held of record by PITA. |
| 5. 3,610,689 shares are held of record by NRNS Capital Holdings LLC ("NRNS"), of which the reporting person is the manager. The reporting person disclaims beneficial ownership of the securities of the issuer held of record by NRNS except to the extent of his pecuniary interest therein. Amount excludes 753,697 shares of the Issuer's common stock which are issuable upon the exercise of warrants held of record by NRNS. |
| 6. The issuer issued, at no charge, two non-transferable subscription rights for each share of common stock beneficially owned or issuable upon conversion of issuer's preferred stock, on December 2, 2024, the record date, to purchase units at $1.70. The reporting person purchased the units, each unit consisting of one share of common stock, one series A common stock purchase right ("Series A Right"), one series B common stock purchase right ("Series B Right") and one series C common stock purchase right ("Series C Right"). |
| 7. The Series A Rights are exercisable commencing on their date of issuance at an exercise price equal to the higher of (x) $1.70 or (y) 90% of the volume weighted average price ("VWAP") of the issuer's common stock over the last three trading days prior to the expiration date of the Series A Rights on February 15, 2025, which is 30 days following January 16, 2025, but in any event not to exceed $2.55. |
| 8. The Series B Rights are exercisable commencing on their date of issuance at an exercise price equal to the higher of (x) $1.70 or (y) 87.5% of the VWAP of the issuer's common stock over the last three trading days prior to the expiration date of the Series B Rights on March 17, 2025, which is 60 days following January 16, 2025, but in any event not to exceed $3.40. |
| 9. The Series C Rights are exercisable commencing on their date of issuance at an exercise price equal to the higher of (x) $1.70 or (y) 85% of the VWAP of the issuer's common stock over the last three trading days prior to the expiration date of the Series C Rights on April 16, 2025, which is 90 days following January 16, 2025, but in any event not to exceed $4.25. |
| 10. 1,470,500 are held of record by PITA and 1,470,589 shares are held of record by NRNS. |
| /s/ Howard Dvorkin by H. Russell Heiser Jr, as Attorney-in-Fact | 01/21/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||