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
On March 10, 2017, Cachet Financial Solutions, Inc. (the Company)
entered into an Underwriting Agreement (the Underwriting
Agreement) with Lake Street Capital Markets, LLC
(Representative), as underwriter and representative of the
several underwriters named in Schedule A of the Underwriting
Agreement (the Underwriters). to the terms of the Underwriting
Agreement, the Company has agreed to (i) issue and sell to the
Underwriters an aggregate of 2,333,334 shares (the Firm Shares)
of its common stock, par value $0.0001 per share (the Common
Stock) at a discounted price of $4.185 per share; (ii) grant to
the Underwriters an option to purchase up to an additional
350,000 shares of Common Stock (the Optional Shares, and together
with the Firm Shares, the Shares) at the same price per share;
and (iii) issue and sell a warrant to the Representative to
purchase 70,000 shares of Common Stock at an exercise price of
$4.95 per share.
The Shares will be issued to the Companys Registration Statement
on Form S-1 (File No.333-215650), which was filed with the United
States Securities and Exchange Commission (the SEC) under the
Securities Act of 1933, as amended (the Securities Act), and
declared effective by the SEC on March 10, 2017.
The Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report on Form 8-K, and the description of the
Underwriting Agreement is qualified in its entirety by reference
to such exhibit. For a more detailed description of the
Underwriting Agreement, see the disclosure under the section
titled Underwriting contained in the Registration Statement.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
As previously disclosed on a Current Report on Form 8-K on
February 13, 2017, on February 9, 2017, the Companys stockholders
approved a proposal to amend the Companys Amended and Restated
Certificate of Incorporation to effect a reverse split of its
outstanding shares of Common Stock, with the ratio to be set
within a range of 1:01 to 1:04 as determined by the Companys
Board of Directors in its sole discretion (the Reverse Stock
Split). On March 6, 2017, the Pricing Committee of the Companys
Board of Directors fixed the Reverse Stock Split ratio at 1:1.5.
On March 9, 2017, we filed a Certificate of Amendment to the
Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware to effect the Reverse
Stock Split. A copy of the Certificate of Amendment is attached
hereto as Exhibit 3.1 and incorporated herein by reference. The
Reverse Stock Split became effective as of 4:15 p.m. Eastern Time
on March 9, 2017.
Item 8.01 Other Events.
On March 10, 2017, we issued a press release announcing (i) the
pricing of an underwritten public offering of the Shares at a
public offering price of $4.50 per share (the Offering), (ii) the
Reverse Stock Split and (iii)the approval of the listing of the
Companys common stock on the Nasdaq Capital Market. Trading on
the Nasdaq Capital Market under the symbol CAFN commenced on
March 10, 2017.
The Company estimates that the net proceeds from the Offering
will be approximately $9,256,234, calculated based on gross
proceeds of $10,500,000 received by the Company and after
deducting the underwriting discounts and commissions and
estimated offering expenses payable by the Company. The Company
intends to use the net proceeds from the Offering to repay an
aggregate of $1,907,500 of outstanding indebtedness owed to
several entities and for working capital and other general
corporate purposes.
Simultaneously with the closing of the Offering, FLMM Ltd. and
two of the Companys directors, James L. Davis and Michael J.
Hanson, intend to convert $3,040,000 of the aggregate principal
balance of convertible notes held by them into 844,446 shares of
Common Stock at a conversion price equal to 80% of the public
offering price, or $3.60 per share.
Upon the closing of the Offering, 1,414,355 shares of the
Companys Common Stock will be issuable upon the automatic
conversion of the Companys Series C Convertible Preferred Stock
as of December 31, 2016 at conversion price equal to $3.60 per
share, and the Company intends to exercise its option to convert
approximately $10.1 million of the aggregate principal balance of
certain convertible notes into 2,799,715 shares of the Companys
Common Stock as of December 31, 2016 at a conversion price equal
to 80% of the public offering price, or $3.60 per share.
Immediately after the closing of the Offering and the conversions
of the convertible notes referenced above, we estimate that our
long-term indebtedness will decrease from approximately $12.5
million to approximately $1.0 million as of December 31, 2016 and
our total shareholders equity (deficit) will increase from
approximately $(15.8 million) to $8.8 million as of December 31,
2016.
A copy of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference. Further information on the
terms of the Offering can be found on the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
| 1.1 |
Underwriting Agreement, dated March 10, 2017, by and between Cachet Financial Solutions, Inc. and Lake Street Capital Markets, LLC, as underwriter and representative of the several underwriters named in Schedule A |
| 3.1 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on March 9, 2017 |
| 99.1 |
Press Release, dated March 10, 2017, issued by Cachet Financial Solutions, Inc. |
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 up +0.10 at 4.40 with 4,667 shares trading hands.