SEC Form 4 · accession 0001213900-18-013332
FlexShopper, Inc. · FPAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Harold Russell Heiser Jr.
Officer — CFO
Period of report
Sep 25, 2018
Accepted (ET)
Oct 1, 2018 · 5:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001397047
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NoteF1,F2,F3,F4 | $0.93 | Sep 25, 2018 | J | — | A | Sep 25, 2018 | Sep 27, 2018 | Units | 602,976 | — | D |
| Warrants (right to buy) | $1.25 | Sep 28, 2018 | P | 5,000 | A | Sep 28, 2018 | Sep 28, 2023 | Common Stock | 5,000 | 5,000 | D |
Explanation of responses
- F1Represents half of a $1,000,000 principal amount subordinated promissory note. Half the principal amount of such promissory note (plus accrued and unpaid interest thereon) was convertible into the equity securities that were sold by the Issuer in its public offering registered on its Registration Statement on Form S-1 (Registration No. 333-226823) (the "Public Offering"). The conversion price of the Convertible Note was equal to the price per equity security paid to the Issuer by the underwriters in the Public Offering. On September 28, 2018, the Issuer completed the Public Offering of units, each unit consisting of one share of common stock and one-half of one warrant, each whole warrant exercisable for one share of common stock at an exercise price of $1.25.
- F2The conversion price of the Convertible Note became fixed at $0.93 per unit on September 25, 2018 upon the Issuer's entry into an underwriting agreement relating to the Public Offering (the "Underwriting Agreement").
- F3The Convertible Note was convertible at the reporting person's election within two business days following notice to the reporting person that the Underwriting Agreement had been executed. On September 25, 2018, the reporting person notified the Issuer that he elected to convert the Convertible Note; however, the reporting person has temporarily waived his right to receive the equity securities underlying the Convertible Note.
- F4Each unit consists of one share of common stock and one-half of one warrant, each whole warrant exercisable for one share of common stock. The shares of common stock and warrants that are part of the units are immediately separable and will be issued separately.