Current Report Filing (8-k)
March 21 2017 - 3:38PM
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
15, 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
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dellFive
Business Park G
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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:
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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
Underwriter
Warrants
As
previously disclosed on a Current Report on Form 8-K on March 13, 2017 (the “Prior 8-K”), Cachet Financial Solutions,
Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Lake Street
Capital Markets, LLC (the “Representative”), as underwriter and representative of the several underwriters named in
Schedule A of the Underwriting Agreement (the “Underwriters”). On March 15, 2017, in connection with the closing of
an underwritten public offering of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”),
at a public offering price of $4.50 per share (the “Offering”), and pursuant to the terms of the Underwriting Agreement,
the Company granted (i) to the Representative, a warrant to purchase 42,000 shares of Common Stock at an exercise price of $4.95
per share and (ii) to National Securities Corporation, a warrant to purchase 28,000 shares of Common Stock at an exercise price
of $4.95 per share (collectively, the “Underwriter Warrants”).
The
Underwriter Warrants have a term of exercise expiring March 10, 2022, and are exercisable for cash or on a cashless basis. The
exercise price and number of shares issuable upon exercise of the Underwriter Warrants may be adjusted in certain circumstances,
including in the event of a stock dividend, issuances of Common Stock at a price below the exercise price or a recapitalization,
reorganization, merger or consolidation of the Company. Each Underwriter Warrant also entitles the holder of the Underwriter Warrant
(i) to require the Company, on up two occasions, to register the shares of Common Stock issuable upon exercise of the Underwriter
Warrant and (ii) on or after September 6, 2017, to participate in a future registration of securities that is not then effective
as of such date.
The
Underwriter Warrants are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, and the description of the Underwriter
Warrants is qualified in its entirety by reference to such exhibits.
Item
3.02 Unregistered Sales of Equity Securities.
Simultaneously
with the closing of the Offering, the Company issued (i) 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 at a conversion
price equal to $3.60 per share, (ii) 66,667 shares of restricted Common Stock to FLMM Ltd. (“FLMM”) upon FLMM’s
conversion of $240,000 of the principal balance of a Convertible Term Promissory Note due March 15, 2017, at a conversion price
equal to $3.60 per share, (iii) 248,957 shares of restricted Common Stock James L. Davis (“Mr. Davis”), one of the
Company’s directors, upon Mr. Davis’ conversion of the entire $896,243 principal balance of an Amended and Restated
Convertible Term Promissory Note due April 30, 201, at a conversion price equal to $3.60 per share (iv) 528,822 shares of restricted
Common Stock to Michael J. Hanson (“Mr. Hanson”), one of the Company’s directors, upon Mr. Hanson’s conversion
of $1,903,757 of the principal balance of an Amended and Restated Convertible Term Promissory Note due April 30, 2018, at a conversion
price equal to $3.60 per share and (v) 150,878 shares of restricted Common Stock to Mr. Hanson upon his conversion of $678,947
of the principal balance of a revolving line of credit note dated May 7, 2014, at a conversion price equal to $4.50 per share.
Additionally,
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
due June, 2017 through January, 2018, at a conversion price equal to $3.60 per share.
Item
9.01 Financial Statements and Exhibits.
4.1
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Representative’s
Warrant, dated March 15, 2017, issued by Cachet Financial Solutions, Inc. to Lake Street Capital Markets, LLC
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4.2
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Representative’s
Warrant, dated March 15, 2017, issued by Cachet Financial Solutions, Inc. to National Securities Corporation
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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.
March
21, 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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