Material Event (Form 8-K)

Item 8.01. Other Events.

On August 18, 2025, FlexShopper 2, LLC and FlexShopper, LLC, subsidiaries of the Company, and Powerscourt Investments 50, LP, an affiliate of Waterfall Asset Management, LLC, as administrative agent (the "Administrative Agent"), entered into a Limited Forbearance and Reaffirmation, dated as of August 16, 2025 (the "Forbearance and Reaffirmation"), as previously reported by the Company in its current report on Form 8-K filed on August 18, 2025 with the SEC.

On August 22, 2025, the Administrative Agent extended the Forbearance Period specified in Section 1 of the Forbearance and Reaffirmation to be the period through the earlier of (i) September 3, 2025, and (ii) the occurrence of any additional Event of Default under the Credit Agreement or Servicer Default under the Servicing Agreement other than the Specified Defaults (as each such capitalized term is defined in the Forbearance and Reaffirmation).

As a result of the Company's ongoing investigation into alleged misrepresentations, as previously reported in the Company's current report on Form 8-K filed with the SEC on August 5, 2025, the Company has determined that the borrowing base calculations prepared by the Company in connection with obtaining financing under the Credit Agreement, dated as of March 27, 2024, among the Company, FlexShopper 2 LLC, as borrower, Computershare Trust Company, National Association, as paying agent, the Administrative Agent, and the lenders party thereto (as amended, the "Waterfall Credit Agreement") were materially overstated leading to a current borrowing base deficiency. Additionally, the Forbearance and Reaffirmation, which was entered into in response to the alleged misrepresentations, expired on September 3, 2025.

The Company continues to receive funding advances under the Waterfall Credit Agreement for certain borrowing requests and is actively negotiating the terms of a restructuring with the Administrative Agent to cure the borrowing base deficiency and to provide financing to fund the Company's operations. The Company cannot predict whether those negotiations with Waterfall will be successful. Failure to negotiate and complete such restructuring would materially and negatively impact the Company's ability to continue as a going concern. The SEC has commenced an investigation concerning the alleged misrepresentations and other allegations of potential fraudulent actions by certain former officers and employees of the Company. The Company is cooperating with the SEC in this matter.