Current Report Filing (8-k)
06 January 2017 - 8:23AM
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
29, 2016
Date
of Report (Date of earliest event reported)
CACHET
FINANCIAL SOLUTIONS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-37913
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27-2205650
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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18671
Lake Drive East
Southwest
Tech Center A
Minneapolis,
MN 55317
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55317
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item
1.01 Entry into a Material Definitive Agreement.
Demand Promissory Note
On
December 29, 2016, Cachet Financial Solutions, Inc. (the “Company”) entered into a Demand Promissory Note agreement
for $250,000 with Davis & Associates, Inc., a company owned by James L. Davis, a director of the Company (“Davis &
Associates”). The Demand Promissory Note accrues interest at a rate of 4% per annum. All principal and accrued but unpaid
interest on the Demand Promissory Note will become payable upon the written demand of Davis & Associates.
The
foregoing description of the Demand Promissory Note is qualified in its entirety by the terms set forth in the Exhibit
10.1 hereto.
Additional
Private Placement Investments
On
January 4, 2017, the Company entered into a securities purchase agreement with David Boehnen (the “Investor”)
pursuant to which the Company agreed to issue to the Investor a convertible note, due January 2018, 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 note 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 January 2018. The Investor 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 the Investor 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 the Investor 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 in Item 1.01 hereof related to “
Additional Private Placement Investments”
is incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
10.1
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Demand
Promissory Note, dated December 29, 2016, by and among Cachet Financial Solutions, Inc. and Davis & Associates, Inc.
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10.2
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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).
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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.
January
5, 2017
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CACHET
FINANCIAL SOLUTIONS, INC.
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By:
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/s/
Bryan D. Meier
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Bryan
D. Meier
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Chief
Financial Officer
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