Sec Form 4 Filing - Heiser Harold Russell Jr. @ FlexShopper, Inc. - 2025-01-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Heiser Harold Russell Jr. 2. Issuer Name and Ticker or Trading Symbol FlexShopper, Inc. [ FPAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O FLEXSHOPPER, INC., 901 YAMATO ROAD, STE. 260 3. Date of Earliest Transaction (MM/DD/YY) 01/16/2025 (Street) BOCA RATON, FL33431 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 150,694 ( 1 ) A $ 1.7 1,120,568 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 150,694 ( 2 ) 12/03/2024 01/10/2025 Common Stock 150,694 $ 0 0 D Series A Rights (rights to buy) ( 3 ) 01/16/2025 X 150,694 ( 3 ) ( 3 ) Common Stock 150,694 ( 3 ) 150,694 D Series B Rights (rights to buy) ( 4 ) 01/16/2025 X 150,694 ( 4 ) ( 4 ) Common Stock 150,694 ( 4 ) 150,694 D Series C Rights (rights to buy) ( 5 ) 01/16/2025 X 150,694 ( 5 ) ( 5 ) Common Stock 150,694 ( 5 ) 150,694 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Heiser Harold Russell Jr. C/O FLEXSHOPPER, INC. 901 YAMATO ROAD, STE. 260 BOCA RATON, FL33431 CEO Signatures /s/ H. Russell Heiser Jr 01/21/2025 Signature of Reporting Person Date

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 pursuant to the exercise of subscription rights, as described in footnote (2) and the issuer's prospectus, dated December 2, 2024 (the "Prospectus"). ( 2 )The issuer issued, at no charge, two non-transferrable 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 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"). ( 3 )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. ( 4 )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. ( 5 )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.

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).

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