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.
Demand Promissory Note
On December 29, 2016, Cachet Financial Solutions, Inc. (the
Company) entered into a Demand Promissory Note agreement for
$250,000 with Davis Associates, Inc., a company owned by James L.
Davis, a director of the Company (Davis Associates). The Demand
Promissory Note accrues interest at a rate of 4% per annum. All
principal and accrued but unpaid interest on the Demand
Promissory Note will become payable upon the written demand of
Davis Associates.
The foregoing description of the Demand Promissory Note is
qualified in its entirety by the terms set forth in the Exhibit
10.1 hereto.
Additional Private Placement Investments
On January 4, 2017, the Company entered into a securities
purchase agreement with David Boehnen (the Investor) to which the
Company agreed to issue to the Investor a convertible note, due
January 2018, in an aggregate principal amount of $263,158 and
warrants to purchase 42,674 shares of the Companys common stock,
subject to adjustments, in exchange for an aggregate purchase
price of $250,000, payable in cash. The note 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 note will not bear any interest and is payable in full in
January 2018. The Investor may elect to convert the principal
amount of the note 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 Investor
to convert the note 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
Investor 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 in Item 1.01 hereof related to Additional
Private Placement Investments is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 |
Demand Promissory Note, dated December 29, 2016, by and among Cachet Financial Solutions, Inc. and Davis Associates, Inc. |
| 10.2 |
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 +0.15 at 3.70 with 10,733 shares trading hands.
