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) April 17, 2018

FlexShopper, Inc.

(Exact name of registrant as specified in its charter)

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 ☐

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. ☐

Effective April 17, 2018, Philip M. Gitler resigned from his position as a director of FlexShopper, Inc. (the “Company”). In accordance with the investor rights agreement between the Company and Waterfall Asset Management, LLC dated as of March 6, 2015, as amended, Mr. Gitler will continue to attend meetings of the Company’s board of directors (the “Board”) in a nonvoting observer capacity.

Mr. Gitler had been nominated for re-election as a director at the Company’s Annual Meeting of Stockholders to be held on April 26, 2018 (the “Annual Meeting”); however, in connection with his resignation as a director of the Company, Mr. Gitler has also confirmed that he will not stand for re-election. The Board does not currently expect to nominate a substitute nominee for election at the Annual Meeting.

Mr. Gitler’s resignation was not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

SIGNATURE

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.