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.
Trooien Capital Settlement Agreement
On December 20, 2016, Cachet Financial Solutions, Inc. (the
Company) entered into a settlement agreement and full release
(the Agreement) with Trooien Capital, LLC (Trooien). to the
Agreement, the Company agreed to pay to Trooien a total of $3.1
million (the Settlement Payment) and to issue a warrant to
purchase 500,000 shares of the Companys common stock at the lower
of $5.55 per share and 80% of the Companys per share price in the
next underwritten public offering, in settlement of the Companys
note payable to Trooien, due December 12, 2016 in the amount of
$2.3 million, plus interest accrued but unpaid thereon. In
exchange for the Settlement Payment and warrants, Trooien, within
one business day after receipt of the Settlement Payment and
warrants, will take all necessary steps to remove, terminate or
otherwise release any and all interest in any tangible or
intangible assets of the Company.
The Company fully repaid the $3.1 million due to Trooien as of
December 23, 2016.
FirstFire Note
The Company entered into a securities purchase agreement with
FirstFire Global Opportunities Fund, LLC (the FirstFire), to
which the Company issued convertible promissory notes with an
aggregate principal balance of $550,000 (the FirstFire Note).
FirstFire funded $550,000 of principal due under the FirstFire
Note and after giving effect to original issue discount the
Company has received gross proceeds of $500,000 on December 22,
2016. The FirstFire Note bears interest at a rate of 5% per annum
and is due June 12, 2017. Prior to an event of default, amounts
funded under the FirstFire Note are convertible into shares of
the common stock of the Company, at price equal to the lowest of
$5.55 per share or a price per share equal to 80% of the price in
the Companys next offering (the Conversion Price). Upon
prepayment, the Company must pay FirstFire an amount equal to:
(A) within 30 days of the date of issuance, 105%, (B) between 31
and 60 days of the date of issuance, 110%, (C) between 61 days
and 120 days of the date of issuance, 115%, (D) between 121 days
and 150 days of the date issuance, 125% and (E) thereafter, 135%,
multiplied by the principal amount.
Cachet also issued FirstFire a warrant to purchase up to 89,190
shares of common stock at an exercise price equal to the
Conversion Price. Cachet also granted FirstFire piggy-back
registration rights.
The securities purchase agreement, convertible promissory note
and warrant are attached hereto as Exhibit 10.1 and are
incorporated herein by reference. The foregoing description is
qualified in its entirety by the terms set forth in the Exhibit
hereto.
Additional Private Placement Investments
On December 23, 2016, Company entered into a securities purchase
agreement with the Sydne and Allan Bortel Family Trust, the Brian
and Suzanne Swift Living Trust and Howard Miller (the Investors)
to which the Company agreed to issue to the Investors convertible
notes, due December 2017, in an aggregate principal amount of
$131,580 and warrants to purchase 21,337 shares of the Companys
common stock, subject to adjustments, in exchange for an
aggregate purchase price of $125,000, 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.
Convertible Term Promissory Notes
On December 22, 2016, the Company issued a Convertible Term
Promissory Note to Jon D and Linda W Gruber Trust (Gruber) in the
amount of $75,000, payable in cash (the Gruber Note). The Gruber
Note is unsecured, bears interest at a rate of 8% per annum and
is payable in full on March 22, 2017, which may, under certain
circumstances, be extended to May 31, 2017. The Company may not
prepay the note without the consent of Gruber. Gruber will have
the right, at its sole option and discretion, to convert the
principal and interest under the Gruber Note into shares of the
Companys common stock following an offering that results in the
Companys common stock being listed on any exchange operated by
the Nasdaq Stock Market LLC (an Uplist Transaction) at a rate
equal to the lower of $7.00 per share and 80% of the Companys per
share price in the Uplist Transaction. As consideration for
entering into the Gruber Note, the Company also issued to Gruber
a warrant to purchase 3,379 shares of common stock, exercisable
for a five-year period from the date of issuance, at the lower of
$5.55 per share and 80% of the Companys per share price in the
Companys next underwritten public offering. 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.
On December 22, 2016, the Company issued a Convertible Term
Promissory Note to FLMM Ltd. (FLMM) in the amount of $1,440,000,
payable in cash (the FLMM Note). The FLMM Note is secured by
substantially all of the assets of the Companys operating
subsidiary, bears interest at a rate of 8% per annum and is
payable in full on March 22, 2017, which may, under certain
circumstances, be extended to May 31, 2017. The Company may not
prepay the note without the consent of FLMM. FLMM will have the
right, at its sole option and discretion, to convert the
principal and interest under the FLMM Note into shares of the
Companys common stock following an offering that results in an
Uplist Transaction at a rate equal to the lower of $7.00 per
share and 80% of the Companys per share price in the Uplist
Transaction. As consideration for entering into the FLMM Note,
the Company also issued to FLMM a warrant to purchase 64,865
shares of common stock, exercisable for a five-year period from
the date of issuance, at the lower of $5.55 per share and 80% of
the Companys per share price in the Companys next underwritten
public offering. 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.
On December 22, 2016, the Company issued a Convertible Term
Promissory Note to James L. Davis, a director of the Company (Mr.
Davis) in the amount of $50,000, payable in cash (the Davis
Note). The Davis Note is unsecured, bears interest at a rate of
8% per annum and is payable in full on March 22, 2017, which may,
under certain circumstances, be extended to May 31, 2017. The
Company may not prepay the note without the consent of Mr. Davis.
Mr. Davis will have the right, at his sole option and discretion,
to convert the principal and interest under the Davis Note into
shares of the Companys common stock following an Uplist
Transaction at a rate equal to the lower of $7.00 per share and
80% of the Companys per share price in the Uplist Transaction. As
consideration for entering into the Davis Note, the Company also
issued to Mr. Davis a warrant to purchase 2,253 shares of common
stock, exercisable for a five-year period from the date of
issuance, at the lower of $5.55 per share and 80% of the Companys
per share price in the Companys next underwritten public
offering. 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.
On December 22, 2016, the Company issued a Convertible Term
Promissory Note to Michael J. Hanson, a director of the Company
(Mr. Hanson) in the amount of $85,000, payable in cash (the
Hanson Note). The Hanson Note is unsecured, bears interest at a
rate of 8% per annum and is payable in full on March 22, 2017,
which may, under certain circumstances, be extended to May 31,
2017. The Company may not prepay the note without the consent of
Mr. Hanson. Mr. Hanson will have the right, at his sole option
and discretion, to convert the principal and interest under the
Hanson Note into shares of the Companys common stock following an
Uplist Transaction at a rate equal to the lower of $7.00 per
share and 80% of the Companys per share price in the Uplist
Transaction. As consideration for entering into the Hanson Note,
the Company also issued to Mr. Hanson a warrant to purchase 3,829
shares of common stock, exercisable for a five-year period from
the date of issuance, at the lower of $5.55 per share and 80% of
the Companys per share price in the Companys next underwritten
public offering. 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.
Item 1.02 Termination of a Material Definitive
Agreement
The information in Item 1.01 hereof related to Trooien
Capital Settlement Agreement is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information in Item 1.01 hereof is incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The information in Item 1.01 hereof is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 10.1 |
Form of Securities Purchase Agreement dated December 12, 2016 (together with form of registration rights agreement, promissory note and warrant). |
|
| 10.2 |
Settlement Agreement and Full Release, dated as of December 20, 2016, by and between Cachet Financial Solutions, Inc. and Trooien Capital, LLC (together with warrant agreement). |
|
| 10.3 |
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). |
|
| 10.4 |
Loan Agreement, dated as of December 22, 2016, by and among the Company and Jon D and Linda W Gruber Trust (together with warrant agreement) |
|
| 10.5 |
Loan Agreement, dated as of December 22, 2016, by and among the Company and FLMM Ltd (together with warrant agreement) |
|
| 10.6 |
Loan Agreement, dated as of December 22, 2016, by and among the Company and James L. Davis (together with warrant agreement) |
|
| 10.7 |
Loan Agreement, dated as of December 22, 2016, by and among the Company and Michael J. Hanson (together with warrant agreement) |
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 00.00 at 4.10 with 1,500 shares trading hands.