CACHET FINANCIAL SOLUTIONS, INC. (NASDAQ:CAFN) Files An 8-K Entry into a Material Definitive Agreement
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
Companys common stock, $0.0001 par value per share (Common
Stock), at a public offering price of $4.50 per share (the
Offering), and 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 Companys 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 FLMMs
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 Companys
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 Companys directors,
upon Mr. Hansons 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 Companys 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 |
Representatives Warrant, dated March 15, 2017, issued by Cachet Financial Solutions, Inc. to Lake Street Capital Markets, LLC |
| 4.2 |
Representatives Warrant, dated March 15, 2017, issued by Cachet Financial Solutions, Inc. to National Securities Corporation |
About CACHET FINANCIAL SOLUTIONS, INC. (NASDAQ:CAFN)
Cachet Financial Solutions, Inc. is a technology solutions and services provider to the financial services industry. The Company’s solutions and services enable its clients, such as banks, credit unions and alternative financial services providers (AFS) to offer their customers remote deposit capture (RDC) and prepaid mobile money technologies and related services. It offers RDC products for businesses and consumers; mobile money management products for consumers, and training and support services for its financial services industry customers. The RDC products are offered to banks and credit unions in the United States, Canada and Latin America. Its mobile money management products are offered to traditional financial institutions (FIs), as well as AFS in the United States, Canada and Latin America. These FIs and AFS providers include banks, credit unions, prepaid card issuers, check cashers and payday lenders. CACHET FINANCIAL SOLUTIONS, INC. (NASDAQ:CAFN) Recent Trading Information
CACHET FINANCIAL SOLUTIONS, INC. (NASDAQ:CAFN) closed its last trading session down -0.06 at 4.26 with 23,869 shares trading hands.