Current Report Filing (8-k)
01 April 2017 - 7:39AM
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
March
31, 2017
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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000-53925
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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
dellFive
Business Park G
Minneapolis,
MN
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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:
[ ] 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
8.01 Other Events.
As
previously disclosed by Cachet Financial Solutions, Inc. (the “Company”) on Current Reports on Form 8-K filed on March
13, 2017 and March 21, 2017, (i) on March 9, 2017, the Company effected a reverse split of its outstanding shares of common stock,
par value $0.0001 per share (“Common Stock”), at a ratio of 1:1.5 (the “Reverse Split”), (ii) on March
10, 2017, the Company’s Common Stock began trading on the Nasdaq Capital Market under the symbol “CAFN”, (iii)
on March 10, 2017, the Company priced an underwritten public offering of 2,333,334 shares of its Common Stock at a public offering
price of $4.50 share (the “Offering”), (iv) simultaneously with the closing of the Offering, certain noteholders converted
$3,040,000 of the aggregate principal balance of certain convertible notes into 844,446 shares of the Company’s Common Stock,
(v) upon the closing of the Offering, the Company issued 1,440,310 shares of restricted Common Stock to holders of the Company’s
Series C Convertible Preferred Stock upon the automatic conversion of the Series C Convertible Preferred Stock, (vi) on March
21, 2017, the Company issued 2,799,718 shares of restricted Common Stock upon the Company’s exercise of its option to cause
the mandatory conversion of approximately $10.1 million of the aggregate principal balance of certain convertible notes, and (vii)
immediately after the closing of the Offering and the conversions mentioned above, the Company’s long-term indebtedness
decreased to approximately $1.0 million on a Pro Forma basis as of December 31, 2016 and the Company’s total shareholders’
equity (deficit) increased from approximately $(15.3 million) to approximately $8.8 million on a Pro Forma basis
as of December 31, 2016.
As
a result of the events mentioned above, the Company’s independent registered public accounting firm, Lurie, LLP, has reissued
its report in connection with the Company’s consolidated financial statements for the fiscal years ended December 31, 2016
and 2015, to eliminate the going concern paragraph. Attached hereto as Exhibit 99.1 are revised consolidated financial
statements for the fiscal years ended December 31, 2016 and 2015, which includes the reissued report by Lurie, LLP and reflects
the Reverse Stock Split and the removal of the discussion in Note 1 related to the doubt about the Company’s ability to
continue as a going concern.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
.
23.1
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Consent
of Lurie, LLP, Independent Registered Public Accounting Firm
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99.1
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Cachet
Financial Solutions, Inc. Audited Consolidated Financial Statements for the Fiscal Years Ended December 31,
2016 and 2015
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SIGNATURE
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.
March
31, 2017
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CACHET
FINANCIAL SOLUTIONS, INC.
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By:
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/s/
Bryan Meier
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Bryan
Meier
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Chief
Financial Officer
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