Correspondence 0001213900-24-091239 from FlexShopper, Inc. (FPAY) (CIK 0001397047)
FlexShopper, Inc. (FPAY) (CIK 0001397047)
Date: Oct. 28, 2024 · CIK: 0001397047 · Accession: 0001213900-24-091239
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EMAIL: SFeldman@olshanlaw.com
DIRECT DIAL: 212.451.2234
October 28, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: FlexShopper, Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
On behalf of FlexShopper, Inc., a Delaware corporation
(the “Company”), we are hereby filing in electronic format through EDGAR with the U.S. Securities and Exchange Commission,
pursuant to the Securities Act of 1933, as amended, one complete copy of the captioned Registration Statement on Form S-1 (the “Registration
Statement”), covering (i) non-transferable subscription rights to be distributed in connection with a rights offering by the Company
to the holders of record as of the close of business on the record date declared by the Company’s Board of Directors of its common
stock, series 1 convertible preferred stock and series 2 convertible preferred stock, to purchase up to 35,000,000 units, each consisting
of one share of common stock, one series A common stock purchase right, one series B common stock purchase right and one series C common
stock purchase right, and (ii) up to an additional 35,000,000 shares of common stock issuable upon the exercise of the series purchase
rights (assuming the sale of all offered units). One complete copy of the exhibits listed in the Registration Statement are also filed
therewith.
Should any member of the Commission’s staff
have any questions concerning the enclosed materials or desire any further information or clarification in respect of the Registration
Statement or the offering, please do not hesitate to contact me (tel.: (212) 451-2234) or H. Russell Heiser Jr., the Company’s Chief
Executive Officer (tel.: (561) 419-2919).
Very truly yours,
/s/ Spencer G. Feldman
Spencer G. Feldman
Enclosures
cc: Mr. H. Russell Heiser Jr.
Mr. Richard H. Kreger
Ruba Qashu, Esq.