CACHET FINANCIAL SOLUTIONS, INC. (OTCBB:CAFN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On December 12, 2016, Cachet Financial Solutions, Inc. (the
Company) entered into a securities purchase agreement with
Michael J. Hanson, a director of the Company, James L. Davis, a
director of the Company and the Sydne and Allan Bortel Living
Trust. On December 16, 2016, the Company entered into a
securities purchase agreement with the London Family Trust
(collectively, the Investors) to which the Company agreed to
issue to the Investors convertible notes, due December 2017, in
an aggregate principal amount of $536,842 and warrants to
purchase 87,055 shares of the Companys common stock, subject to
adjustments, in exchange for an aggregate purchase price of
$510,000, payable in cash. The notes and the warrants are being
issued in reliance on the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended, and
Rule 506 of Regulation D thereunder.
The notes will not bear any interest and are payable in full in
December 2017. The Investors may elect to convert the principal
amount of the notes into shares of the Companys common stock at
any time before maturity date at a conversion price per share
equal to the lower of $7.00 and 80% of the per share price of the
Companys common stock in the Companys next underwritten public
offering. The Company will have the right to require the
Investors to convert the notes into shares of the Companys common
stock at that conversion price if the Companys common stock is
listed on the Nasdaq Capital Market, the Nasdaq Global Market or
the Nasdaq Global Select Market. The warrants will have an
exercise price per share equal to the lower of $5.55 and 80% of
the per share price of the Companys common stock in the Companys
next underwritten public offering, subject to adjustments, and
are exercisable for a five-year period.
The Company is required to file with the Securities and Exchange
Commission (the SEC) a registration statement covering the resale
of the shares of the Companys common stock issuable under the
notes and the warrants within 21 days following the consummation
of the Companys next underwritten public offering or 90 days
following the date on which the Companys current financing plan
is terminated. If the Company fails to file a registration
statement in a timely manner it will be required to issue to the
Investors additional warrants to purchase shares of the Companys
common stock.
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 |
Securities Purchase Agreement, dated October 21, 2016, by and among the Company and the investors party thereto (as updated to reflect the sale of additional securities) (includes a form of convertible promissory note and a form of warrant to purchase common stock) |
About CACHET FINANCIAL SOLUTIONS, INC. (OTCBB: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. (OTCBB:CAFN) Recent Trading Information
CACHET FINANCIAL SOLUTIONS, INC. (OTCBB:CAFN) closed its last trading session up +0.01 at 4.50 with 1,592 shares trading hands.
