Current Report Filing (8-k)
10 December 2016 - 8:12AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
December
5, 2016
Date
of Report (Date of earliest event reported)
CACHET
FINANCIAL SOLUTIONS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
|
001-37913
|
|
27-2205650
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
18671
Lake Drive East
Southwest
Tech Center A
Minneapolis,
MN 55317
|
|
55317
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(952) 698-6980
N/A
(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:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
|
Item
1.01 Entry into a Material Definitive Agreement.
On
December 5, 2016, Cachet Financial Solutions, Inc. (the “Company”) entered into a securities purchase agreement (the
“SPA”) with Michael J. Hanson, a director of the Company (“Mr. Hanson”) pursuant to which the Company
agreed to issue to Mr. Hanson convertible notes, due December 2017, in an aggregate principal amount of $263,158 and warrants
to purchase 42,674 shares of the Company’s common stock, subject to adjustments, in exchange for an aggregate purchase price
of $250,000, payable in cash. The notes and the warrants are being issued in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder.
The
note will not bear any interest and is payable in full in December 2017. Mr. Hanson may elect to convert the principal amount
of the note into shares of the Company’s common stock at any time before maturity date at a conversion price per share equal
to the lower of $7.00 and 80% of the per share price of the Company’s common stock in the Company’s next underwritten
public offering. The Company will have the right to require Mr. Hanson to convert the note into shares of the Company’s
common stock at that conversion price if the Company’s common stock is listed on the Nasdaq Capital Market, the Nasdaq Global
Market or the Nasdaq Global Select Market. The warrants will have an exercise price per share equal to the lower of $5.55 and
80% of the per share price of the Company’s common stock in the Company’s next underwritten public offering, subject
to adjustments, and are exercisable for a five-year period.
The
Company is required to file with the Securities and Exchange Commission (the “SEC”) a registration statement covering
the resale of the shares of the Company’s common stock issuable under the notes and the warrants within 21 days following
the consummation of the Company’s next underwritten public offering or 90 days following the date on which the Company’s
current financing plan is terminated. If the Company fails to file a registration statement in a timely manner it will be required
to issue to Mr. Hanson additional warrants to purchase shares of the Company’s common stock.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information provided in Item 1.01 above is incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information provided in Item 1.01 above is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
10.1
|
Securities
Purchase Agreement, dated October 21, 2016, by and among the Company and the investors party thereto (as updated to reflect
the sale of additional securities) (includes a form of convertible promissory note and a form of warrant to purchase common
stock)
|
SIGNATURES
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.
December
9, 2016
|
CACHET
FINANCIAL SOLUTIONS, INC.
|
|
|
|
|
By:
|
/s/
Bryan D. Meier
|
|
|
Bryan
D. Meier
|
|
|
Chief
Financial Officer
|
Cachet Financial Solutions, Inc. (NASDAQ:CAFND)
Historical Stock Chart
From May 2024 to Jun 2024
Cachet Financial Solutions, Inc. (NASDAQ:CAFND)
Historical Stock Chart
From Jun 2023 to Jun 2024
Real-Time news about Cachet Financial Solutions, Inc. (NASDAQ): 0 recent articles
More Cachet Financial Solutions, Inc. News Articles