Current Report Filing (8-k)
October 13 2016 - 4:57PM
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
October
6, 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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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
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.
1.
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On
October 6, 2016, Cachet Financial Solutions, Inc. (the “Company”) entered into an agreement with Michael J. Hanson,
a director of the Company, in connection with a revolving line of credit note entered into by the Company and Mr. Hanson on
May 7, 2014 (as amended, the “Line of Credit”). Pursuant to the agreement, Mr. Hanson agreed to convert, upon
the consummation of the underwritten public offering of the Company as contemplated by the Registration Statement on Form
S-1 (Registration No. 333-212610) initially filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, on July 20, 2016 (the “Offering”), the principal amount of $1,000,000 of indebtedness outstanding
under the Line of Credit into shares of common stock of the Company (“Common Stock”) at a conversion price-per-share
equal to the public offering price-per-share in the Offering. In consideration for this conversion, the Company agreed to
issue to Mr. Hanson, upon the consummation of the Offering, five-year warrants to purchase 200,000 shares of Common Stock,
exercisable at an exercise price-per-share equal to the public offering price-per-share in the Offering.
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2.
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On
October 6, 2016, the Company and its subsidiary, Cachet Financial Solutions Inc. (the “Subsidiary”), entered into
an agreement with James L. Davis, a director of the Company, in connection with a demand promissory note issued by the Subsidiary
to Mr. Davis on February 1, 2016 (the “Note”). Pursuant to the agreement, Mr. Davis agreed to convert, upon the
consummation of the Offering, the principal amount of $150,000 of indebtedness outstanding under the Note into shares
of Common Stock at a conversion price-per-share equal to the public offering price-per-share in the Offering. In consideration
for this conversion, the Company agreed to issue to Mr. Davis, upon the consummation of the Offering, five-year warrants to
purchase 30,000 shares of Common Stock, exercisable at an exercise price-per-share equal to the public offering price-per-share
in the Offering.
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3.
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On
October 12, 2016, the Company entered into an agreement with James L. Davis, whereby
Mr. Davis agreed to convert, upon the consummation of the Offering, $250,000 of the $432,000
aggregate amount outstanding under the convertible promissory note issued to him on July
13, 2016 into shares of Common Stock at a conversion price-per-share equal to the public
offering price-per-share in the Offering. In consideration for this conversion, the Company
agreed to issue to Mr. Davis, upon the consummation of the Offering, five-year warrants
to purchase 50,000 shares of Common Stock, exercisable at an exercise price-per-share
equal to the public offering price-per-share in the Offering.
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Item
3.02 Unregistered Sales of Equity Securities.
The
information provided in Item 1.01 above is incorporated herein by reference.
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.
October
13, 2016
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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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