Current Report Filing (8-k)
November 22 2016 - 4:12PM
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
November 16, 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.
On
November 16, 2016, the Company entered into an unsecured promissory note with James L. Davis, a director of the Company (“Mr.
Davis”), pursuant to which the Company is obligated to pay to Mr. Davis the sum of $250,000, together with all accrued interest
thereon, in six monthly installments of $42,101 each, which includes interest and equates to an imputed interest rate of 5% per
annum.
As
an additional inducement to Mr. Davis to advance amounts under the note, on November 16, 2016, the Company also issued to Mr.
Davis a warrant to purchase 45,547 shares of the Company’s common stock, subject to adjustments. The warrants issued to
Mr. Davis have an exercise price of $4.94 per share, subject to adjustments, and are exercisable for a five-year period. The warrants
were issued to Mr. Davis in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933,
as amended.
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
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Promissory
Note, dated November 16, 2016, issued by the Company to James L. Davis
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10.2
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Warrant
to Purchase Common Stock, dated November 16, 2016, issued by the Company to James L. Davis.
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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.
November
22, 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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Cachet Financial Solutions, Inc. (NASDAQ:CAFND)
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