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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 6, 2025
FLEXSHOPPER, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-37945 |
|
20-5456087 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
901 Yamato Road, Suite 260
Boca Raton, Florida |
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33431 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (855) 353-9289
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
FPAY |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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 13(a) of the Exchange Act. ☐
CURRENT REPORT ON FORM 8-K
FlexShopper, Inc. (the “Company”)
August 6, 2025
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 6, 2025, the Board
of Directors of the Company terminated the employment of H. Russell Heiser Jr., the Corporation’s Chief Executive Officer and Chief
Financial Officer, effective immediately.
As reported in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on August 5, 2025, John Davis, the Company’s President
and Chief Operating Officer, has assumed the duties of the Company’s principal executive officer.
Item 8.01. Other Events.
On August 11, 2025, the Company
entered into an engagement letter with North Country Capital LLC, pursuant to which it has been engaged to provide to the Company interim
management and restructuring advisory services, including a chief restructuring officer. Matthew A. Doheny, President of North Country
Capital, will serve as Chief Restructuring Officer of the Company. Mr. Doheny has nearly three decades of financial and restructuring
expertise, as well as experience leading numerous financial and operational restructurings.
Mr. Doheny has served as the
President of North Country Capital since 2011. North Country Capital is focused on advisory assignments and investing private capital
targeted at special situation opportunities. Mr. Doheny has also served as the Chief Restructuring Officer of Yellow Corporation, one
of the largest logistics and less-than-truckload networks in North America, since 2021.
Mr. Doheny previously served
as the Chief Restructuring Officer of MatlinPatterson Global Partners, a global private equity fund. He has served on numerous boards
of directors for various portfolio companies, overseeing value preservation and creation. Mr. Doheny started his career in finance at
Deutsche Bank Securities Inc., where he was a Managing Director and headed a proprietary group investing in special situation opportunities.
He then became a Portfolio Manager at hedge fund Fintech Advisory Ltd., as well as a Managing Director at HSBC Securities Inc. on teams
investing in global special situation opportunities. Mr. Doheny holds a B.A. degree in Political Science from Allegheny College and a
J.D. from Cornell University Law School.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
FLEXSHOPPER, INC. |
|
|
Date: August 12, 2025 |
By: |
/s/ John Davis |
|
|
Name: |
John Davis |
|
|
Title: |
President and Chief Operating Officer |
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