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January 15, 2020

VIA EDGAR AND ELECTRONIC MAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

Attn.:	Christina Chalk, Esq.

	Senior Special Counsel

	Office of Mergers and Acquisitions

 Re: FlexShopper, Inc.

Schedule TO-I filed on January 6, 2020

File No. 005-83480

Ladies and Gentlemen:

We refer to your letter dated January 13,
2020, containing your comments on the Schedule TO-I of FlexShopper, Inc. (“FlexShopper” or the “Company”)
filed January 6, 2020, relating to the proposed tender offer of FlexShopper to exchange its outstanding warrants to purchase common
stock for shares of its common stock.

On behalf of FlexShopper, we are submitting
this letter in response to your comments. Your comments are set forth below, followed by the responses thereto.

Schedule TO-I

Item 7. Source and Amount of Funds or Other Consideration

 1. Please revise the disclosure under Item 7(a) of the Schedule TO-I to state the specific source(s) of the funds used to pay
the expenses of the Offer. See Item 1007(a) of Regulation M-A.

Response: As requested by the staff,
“cash on hand” is the source of funds used to pay the expenses of the Offer. This disclosure has been included under
Item 7(a) of Schedule TO-I.

Exhibit (a)(1)(A) – Offer Letter

General

 2. We note your disclosure that the Shares issuable in the Offer will constitute about 20% of the Company’s outstanding
common shares. Please explain in your response letter why a shareholder vote is not required to approve the issuance, pursuant
to NASDAQ rules.

Response: In response to the staff’s
comment, we confirm that a stockholder vote is not required under NASDAQ rules to approve the stock issuance pursuant to the Offer
because the number of shares to be issued in the Offer is less than 20% of the Company’s outstanding shares of common stock.
As of January 6, 2020, the Company had 17,783,960 shares of common stock outstanding. If all of the outstanding 5,714,900 Public
Warrants are tendered and accepted for exchange at the 0.62 ratio, an aggregate of 3,543,238 shares will be issued in connection
with the Offer. 3,543,238 divided by 17,783,960 equals 19.92%. The Offer Letter has been revised to state that “approximately
19.9%” of the Company’s shares may be issued pursuant to the Offer.

January 15, 2020

Page 2

 3. We note your disclosure throughout the Offer Letter that the Company entered into Exchange Agreements with Holders of at least
50.1% of the outstanding Public Warrants, pursuant to which the Holders agreed to exchange their Public Warrants for Shares on
the same terms as the Offer. In your response letter, please tell us how many holders of Public Warrants are subject to the Exchange
Agreements and their relationship to the Company (if any) other than as holders of those securities. We note the disclosure that
four such holders were officer and directors of the Company; to the extent that the other holders that entered into the Exchange
Agreements are not affiliated with the Company, please tell us how you solicited them.

Response: In response to this comment,
12 holders of FlexShopper Public Warrants are subject to the Exchange Agreement. These holders – who include 8 directors,
current or former employees and 5% stockholders, and only 4 “outside” holders of Public Warrants – were as follows:

    Name of Holder
    Number of Warrant Shares
    Percent of
 Warrant Shares
    Relationship with the Company or Affiliate

    Directors

    1.
    James Allen
      50,000
      0.9
    Director

    2.
    Howard S. Dvorkin
 (through PITA Holdings LLC)
      30,000
      0.5
    Chairman of the Board

    3.
    T. Scott King
      100,000
      1.7
    Director

    4.
    Carl Pradelli
 (through B&C Family Partners LLC and Constance Pradelli Irrevocable Trust)
      37,500
      0.7
    Director

    Employees and Former Employees

    5.
    H. Russell Heiser Jr.
      39,500
      0.7
    Chief Financial Officer

    6.
    Ravikumar Radhakrishnan
      255,000
      4.5
    Former Chief Risk Officer

January 15, 2020

Page 3

    More than $100 Million Asset Managers

    7.
    Michael Bigger
 (through Bigger Capital Fund, LP and District 2 Capital Fund LP)
      424,321
      7.4
    More than 5% stockholder from last proxy; institutional accredited investor

    8.
    J. Steven Emerson
 (through IRAs and Emerson Family 1993 Trust)
      690,041
      12.1
    More than 5% stockholder; high net worth investor; frequent calls with management

    9.
    Perkins Capital Management, Inc.
      247,000
      4.3
    Large microcap asset manager; quarterly calls with management

    10.
    Lawrence W. Lytton
 (Second Line Capital)
      482,750
      8.4
    High net worth investor

    11.
    Edward N. Antoian
 (Zeke Capital)
      250,000
      4.4
    More than $5 billion multi-family office, with frequent management calls

    Other Warrant Holder

    12.
    Michael Zobnowski
      260,000
      4.5
    At one point the largest warrant holder and, as a result, has had a dialogue with management; individual investor in warrants

    Total
      2,866,112
      50.1

FlexShopper did not “solicit”
consents from the above-listed holders of Public Warrants, but had a prior relationship with each such holder as an affiliate,
private investor, adviser or other fiduciary. These holders were known to FlexShopper’s directors and executive officers,
and substantially all of the holders participated and have followed FlexShopper since its September 2018 public offering and are
active in communicating with management at least quarterly at the time of FlexShopper’s earnings reports and research reports.
FlexShopper’s normal investor relations activities also regularly keep these stockholders in contact with the Company.

FlexShopper’s management
coordinated this process and each warrant holder with whom the Company discussed the exchange transaction executed the Exchange
Agreement. Each of the warrant holders confirmed in the Exchange Agreement that the holder is an “accredited investor.”
No broker-dealers were involved in the transaction and no commission or remuneration was paid in coordinating these consents. We
believe the actions taken by FlexShopper in securing the actions taken were proper and customary.

January 15, 2020

Page 4

 4. Please refer to the preceding comment. We note your disclosure throughout the Offer Letter that such Holders have “agreed
to exchange” their Public Warrants for Shares pursuant to the Exchange Agreements. We further note, however, that Section
2 of the Exchange Agreement requires the Company to cause the transfer agent to deliver to the Holder the Shares pursuant to the
exchange within two business days after the execution and delivery of the Exchange Agreement. Please revise your disclosures throughout
the Offer Letter to indicate whether such Holders’ Public Warrants (including the 3.8% held by the Company’s directors)
have actually been exchanged for Shares pursuant to the Exchange Agreements and the date of any such exchange. Please make also
any conforming changes to the similar disclosures in the other exhibits to the Schedule TO-I.

Response: In response to this comment,
the Offer Letter has been revised to indicate that the Holders party to the Exchange Agreement have not yet tendered their Public
Warrants to the Company’s transfer agent, and the Public Warrants of such Holders will be exchanged for Shares simultaneously
with the completion of the Offer, as all of the Public Warrants are held through Cede & Co. The Company’s transfer agent
has indicated that, for investor allocation and other administrative reasons, it needs to take down the Public Warrants only once
from DTC. The Company acknowledges that the Letter of Transmittal and the letters to brokers and their clients included disclosure
similar to that indicated in the comment, but the Company respectfully requests that such documents not be revised to include the
confirming changes because such information is a fact relating to the mechanics of exchange for the Holders, which is not material
to other Public Warrant holders exchanging their Public Warrants, and the Letter of Transmittal and the letters to brokers and
their clients have already been mailed.

 5. You state that the Offer “relates to the Public Warrants issued pursuant to the Prospectus.” However, the all-holders
provisions of Rule 13e-4(f)(8)(i) require that the Offer be open to all holders of warrants of this class traded under the symbol
FPAYW. Please advise in your response letter whether there are other warrants of the same class than those issued “pursuant
to the Prospectus.”

Response: In response to the staff’s
comment, there are no other warrants of the same class than those issued “pursuant to the Prospectus.”

 6. We note the following statement on page iv of the Offer Letter: “We are not making the Offer to, and will not accept
any tendered Public Warrants from, Public Warrant holders in any jurisdiction where it would be illegal to do so.” While
offer materials need not be disseminated into jurisdictions where it is impermissible to do so, please revise this statement to
remove the implication that tendered Public Warrants will not be accepted from all holders, wherever located. Refer to Rule 13e-4(f)(8)(i)
and Section II.G.1 of Securities Exchange Act Release No. 58597 (September 19, 2008). Alternatively, please revise the statement
to limit the restriction to only U.S. states instead of all jurisdictions to conform to the regulatory text in Rule 13e-4(f)(9)(ii).
Please also make any conforming changes to the similar statement in the letter attached as Exhibit (a)(1)(E) to the Schedule TO-I.

Response: As requested by the staff,
the Offer Letter has been revised to clarify that the Offer is not being made in jurisdictions where it would be illegal to do
so and that all validly tendered Public Warrants will be accepted from all holders, wherever such holders are located.

January 15, 2020

Page 5

Summary, pages 1-3

 7. You have included a condition that will be triggered by “any general suspension of, or limitation on prices for, trading
in securities in U.S. securities or financial markets.” Please revise to explain what would be considered a limitation on
prices for securities in U.S. securities or financial markets. Please also make any conforming changes to condition 4(a) in the
section titled “Conditions; Termination; Waivers; Extensions; Amendments” on page 14 of the Offer Letter.

Response: In response to this comment,
the Offer Letter has been revised to delete the clause “or limitation on prices for.”

 8. We note the following statement: “[W]e may assert one or more of the conditions regardless of the circumstances giving
rise to any such conditions.” The Offer may not be terminated at any time for any reason, such as the action or inaction
by the Company, without the Offer potentially constituting an illusory offer in contravention of Section 14(e). Please revise this
language to make clear that the Company may only terminate the Offer pursuant to objectively determinable offer conditions specified
in Offer. Please also make any conforming changes to the similar language in the section titled “Conditions; Termination;
Waivers; Extensions; Amendments” on page 14 of the Offer Letter.

Response: In response to this comment,
the Offer Letter has been revised to delete the language quoted in the comment and to make clear that the Company may only terminate
the Offer pursuant to objectively determinable offer conditions specified in Offer.

 9. We note the following statement: “The determination by us as to whether any condition has been satisfied shall be conclusive
and binding on all parties.” Please revise this statement to include a qualifier indicating that the Holders are not foreclosed
from challenging your determination in a court of competent jurisdiction. Please also make any conforming changes to the similar
language in the section titled “Conditions; Termination; Waivers; Extensions; Amendments” on page 14 of the Offer Letter.

Response: In response to this comment,
the Offer Letter has been revised to include the requested qualifying language.

 10. We note the following statement: “The failure by us at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be deemed a continuing right which may be asserted at any time and
from time to time prior to the Expiration Date.” This statement suggests you may become aware that an Offer condition has
been triggered or otherwise has become incapable of being satisfied, yet the Offer may proceed without you making a disclosure.
As stated elsewhere in the Offer Letter, however, you must amend the Offer to disclose material changes. To the extent you becomes
aware of any condition being “triggered” that would enable you to terminate the Offer or otherwise cancel your obligation
to accept tenders, and you elect to proceed with the Offer anyway, we view that decision as being a waiver of the condition. If
a material condition is waived, a material change has occurred to the Offer requiring revised disclosure and (potentially) an extension
of the Offer. Please revise this disclosure to correct this inconsistency with respect to your stated understanding of your planned
treatment of material changes. Please also make any conforming changes to the similar language in the section titled “Conditions;
Termination; Waivers; Extensions; Amendments” on page 14 of the Offer Letter.

Response:  In response to this comment,
the Offer Letter has been revised to delete the quoted statement above.

January 15, 2020

Page 6

Price Range of Shares and Public Warrants, pages 11-12

 11. Please refer to the table indicating the implied Public Warrant value at various hypothetical stock prices. Although the lead-in
language to that table indicates that the implied Public Warrant value is calculated by multiplying the prices per Share by the
exchange ratio (i.e., 0.62), it appears that the values in the “Implied Public Warrant Value” column were calculated
by multiplying the values in the “Price per Share” column by 0.55. Please revise such values or advise us as to why
such values are correct.

Response: As noted by the staff,
the values in the “Implied Public Warrant Value” column have been corrected to apply the 0.62 exchange ratio.

Forward-Looking Statements; Risk Factors, pages 16-18

 12. Please revise to clarify that the safe-harbor protections for forward-looking statements in the Private Securities Litigation
Reform Act do not apply to statements made in connection with a tender offer.

Response:  In response to this comment,
a sentence has been added to the Forward-Looking Statements paragraph to note that the PSLRA does not apply to a tender offer.

 13. Refer to the disclosure in the last paragraph on page 17. Expand the discussion to more fully explain the nature of the potential
conflicts faced by your officers and directors as a result of the Offer.

Response: In response to this comment,
the risk factor that appeared on page 17 regarding potential conflicts of interest faced by FlexShopper officers and directors
as a result of the Offer has been deleted. Upon further review, the Company does not believe a conflict of interest for its officers
and directors is raised by the Offer, as the relative percentage of beneficial ownership held by officers and directors is expected
to be reduced as a result of the exchange of the Public Warrants for additional shares of common stock, and there is no otherwise
more favorable treatment of management as holders of Public Warrants in the transaction.

Exhibit (a)(1)(B) – Letter of Transmittal

 14. We note the following statement on page 5 of the Letter of Transmittal: “[T]he undersigned hereb