Current Report Filing (8-k)
January 30 2017 - 4:53PM
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
24, 2017
Date
of Report (Date of earliest event reported)
CACHET
FINANCIAL SOLUTIONS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
|
001-37913
|
|
27-2205650
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
18671
Lake Drive East
Southwest
Tech Center A
Minneapolis,
MN 55317
|
|
55317
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
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
1.01 Entry into a Material Definitive Agreement.
Amended
and Restated Term Promissory Notes
On
January 24, 2017, Cachet Financial Solutions, Inc. (the “Company”) entered into an Amended and Restated Term Promissory
Note with James L. Davis, a director of the Company (“Mr. Davis”), pursuant to which the Company and Mr. Davis agreed
to consolidate certain notes due to Mr. Davis totaling $896,243, including accrued but unpaid interest thereon, into a single
note due April 30, 2018. The note is unsecured and bears interest at a rate of 7% per annum, with all principal and accrued interest
due and payable at the close of business on April 30, 2018.
On
January 24, 2017, the Company entered into an Amended and Restated Term Promissory Note with Michael J. Hanson, a director of
the Company (“Mr. Hanson”), pursuant to which the Company and Mr. Hanson agreed to consolidate certain notes due to
Mr. Hanson totaling $1,973,735, including accrued but unpaid interest thereon, into a single note, due April 30, 2018.
The note is unsecured and bears interest at a rate of 8% per annum with all principal and accrued interest due and payable
at the close of business on April 30, 2018.
Unsecured
Promissory Note
On
January 25, 2017, the Company entered into an unsecured promissory note with Mr. Davis, pursuant to which the Company is obligated
to pay to Mr. Davis the sum of $238,950, together with all accrued interest thereon, in six monthly installments of $40,983 each,
which includes interest and equates to an imputed interest rate of 9.9% per annum.
As
an additional inducement to Mr. Davis to advance amounts under the note, on January 25, 2017, the Company also issued to Mr. Davis
a warrant to purchase 43,054 shares of the Company’s common stock, subject to adjustments. The warrants issued to Mr. Davis
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 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 related to “
Unsecured Promissory Note”
and Item 8.01 below is incorporated
herein by reference.
Additionally,
on January 26, 2017, the Company issued to certain investors in its recent private placement offering, which was ongoing from
October 21, 2016 to January 17, 2017, additional warrants to purchase shares of the Company’s common stock to those investors
that did not receive 100% warrant coverage on their investments. Pursuant to these additional warrant issuances, the Company issued
a total of 106,525 warrants to these investors (“True Up Warrants”). These True Up Warrants 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 True Up Warrants were
issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item
8.01 Other Events
On
January 24, 2017, the Company and the holder of its notes payable, due October 2016, interest between 8.25% and 12% (as described
in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2016),
agreed to a settlement to repay the principal and accrued but unpaid interest due under the note. Pursuant to the settlement,
the Company agreed to pay $80,000 cash and issue to the holder of the note 10,000 restricted shares of the Company’s
common stock, which terms the Company satisfied on January 25, 2017.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
10.1
|
Amended
and Restated Promissory Note, dated as of January 24, 2017, by and between the Company and James L. Davis
|
|
|
10.2
|
Amended
and Restated Promissory Note, dated as of January 24, 2017, by and between the Company and Michael J. Hanson
|
|
|
10.3
|
Promissory
Note, dated January 25, 2017, issued by the Company to James L. Davis
|
|
|
10.4
|
Warrant
to Purchase Common Stock, dated January 25, 2017, issued by the Company to James L. Davis.
|
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
30, 2017
|
CACHET
FINANCIAL SOLUTIONS, INC.
|
|
|
|
|
By:
|
/s/
Bryan D. Meier
|
|
|
Bryan
D. Meier
|
|
|
Chief
Financial Officer
|
Cachet Financial Solutions, Inc. (NASDAQ:CAFND)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cachet Financial Solutions, Inc. (NASDAQ:CAFND)
Historical Stock Chart
From Apr 2023 to Apr 2024