Current Report Filing (8-k)
January 19 2017 - 4:07PM
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
January
13, 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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001-37913
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27-2205650
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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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.
Additional
Private Placement Investments
On
January 13, 2017, Cachet Financial Solutions, Inc. (the “Company”) entered into a securities purchase agreement
with Brett Nesland and Cross River Partners LP. On January 17, 2017, the Company entered into a securities purchase
agreement with Anglian Holdings, Inc.,
David Boehnen and Vikki Lansing Copley. (collectively, the
“Investors”) pursuant to which the Company agreed to issue to the Investors convertible notes, due January 2018,
in an aggregate principal amount $2,947,368 and warrants to purchase 529,161 shares of the Company’s
common stock, subject to adjustments, in exchange for an aggregate purchase price of $2,800,000, 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
notes will not bear any interest and are payable in full in January 2018. The Investors may elect to convert the principal amount
of the notes into shares of the Company’s common stock at any time before the 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 Investors to convert the notes 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 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 Investors 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
8.01 Other Events
Lake
Street Capital Markets, LLC served as placement agent to the Company for the financing disclosed in Item 1.01 above.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
10.1
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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
19, 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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Cachet Financial Solutions, Inc. (NASDAQ:CAFND)
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