UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission File Number 000-53925
CACHET FINANCIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 27-2205650 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) | |
18671 Lake Drive East Southwest Tech Center A Minneapolis, MN | 55317 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (952) 698-6980
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock, $.0001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No
The aggregate market value of the voting stock held by persons other than officers, directors and more than 5% stockholders of the registrant as of June 30, 2014 was approximately $0. As of April 13, 2015, there were 21,995,190 shares of our common stock outstanding.As of November 13, 2015, there were 31,649,924 shares of our common stock outstanding.
DOCUMENTS INCORPORATED IN PART BY REFERENCE: None.
EXPLANATORY NOTE
This Amendment No. 2 to the Annual Report on Form 10-K of Cachet Financial Solutions, Inc. (the “Company”) for the fiscal year ended December 31, 2014 (the “Form 10-K”) is being filed solely to make available, in the form of exhibit 99.1 attached hereto, (i) a reissued and dual-dated audit report from the Company’s independent registered public accounting firm that removes the going concern qualification contained in the original report included within the Form 10-K filed on April 14, 2015 (the “Original Report”), and (ii) the related consolidated financial statements and notes, which are identical to those contained in the Original Report other than with respect to Note 1 to such consolidated financial statements. The financialstatements and notes thereto are qualified by, and should be read together with, the financial statements, related notes, and additional disclosure provided in our Quarterly Report on Form 10-Q filed on November 13, 2015.
This amendment does not restate any previously reported financial statements, results of operations or related financial data.
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(b) Exhibits
| Exhibit No. | Description | |
| 99.1 | Consolidated Financial Statements of Cachet Financial Solutions, Inc. and subsidiary as of December 31, 2014 and 2013, and for the fiscal years then ended (filed herewith). |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cachet Financial Solutions, Inc. | |||
| /s/ Jeffrey C. Mack | November 19, 2015 | ||
| Jeffrey C. Mack | |||
| Chief Executive Officer |
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on November 19, 2015.
| /s/ Jeffrey C. Mack | November 19, 2015 | ||
| Jeffrey C. Mack | |||
| Chief Executive Officer |
| /s/ Darin P. McAreavey | November 19, 2015 | ||
| Darin P. McAreavey | |||
| Chief Financial Officer |
| /s/ James L. Davis | November 19, 2015 | ||
| James L. Davis | |||
| Director |
| /s/ Michael J. Hanson | November 19, 2015 | ||
| Michael J. Hanson | |||
| Director |
| /s/ Rod Jardine | November 19, 2015 | ||
| Rod Jardine | |||
| Director |
