Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-195782 and 333-197315
Prospectus Supplement No. 11
to Prospectus dated July 9, 2014
Cachet Financial Solutions, Inc.
4,775,000
Shares of Common Stock
This prospectus supplement amends and updates the prospectus dated July 9, 2014 (relating to our post-effective amendment to registration statement on Form S-1/A, filed with the SEC on July 2, 2014, and additional registration statement on Form S-1 pursuant to Rule 462(b) filed with the SEC on July 9, 2014) (SEC File Nos. 333-195782 and 333-197315), the prospectus supplement no. 1 dated August 12, 2014, the prospectus supplement no. 2 dated September 5, 2014, prospectus supplement no. 3 dated November 18, 2014, prospectus supplement no. 4 dated April 9, 2015, prospectus supplement no. 5 dated June 10, 2015, prospectus supplement no. 6 dated September 14, 2015, prospectus supplement no. 7 dated October 14, 2015, prospectus supplement no. 8 dated November 13, 2015, prospectus supplement no. 9 dated November 20, 2015, and prospectus supplement no. 10 dated December 17, 2015. The foregoing prospectus and previously filed prospectus supplements are collectively referred to as the “prospectus.” Please keep this prospectus supplement with your prospectus for future reference.
This prospectus supplement incorporates into the prospectus the attached Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 31, 2015.
This prospectus supplement is not complete without the prospectus, including any supplements and amendments thereto. This prospectus supplement should be read in conjunction with the prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the prospectus, including any supplements and amendments thereto.
Investing in our common stock may be considered speculative and involves a high degree of risk, including the risk of losing your entire investment. See the “Risk Factors” section of the prospectus and this prospectus supplement for the risks you should consider before buying our common stock.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Capitalized terms contained in this prospectus supplement have the same meanings as in the prospectus unless otherwise stated herein.
The date of this prospectus supplement is January 7, 2016.
Index of SEC Filings
The following reports listed below are filed as a part of this prospectus supplement no. 11.
| Appendix No. | Description | |
| Appendix 1 | Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2015. |
| 2 |
Appendix 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): December 28, 2015
CACHET FINANCIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-53925 | 27-2205650 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
18671 Lake Drive East
Southwest Tech Center A
Minneapolis, MN 55317
(Address of principal executive offices) (Zip Code)
(952) 698-6980
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02. Unregistered Sale of Equity Securities.
The Company completed the following unregistered sales of shares of its common stock, pursuant to warrant exercise notices for total proceeds of $452,095:
| Exercise | Cash | ||||||||||||
| Date | Warrants | Price | Proceeds | ||||||||||
| 12/2/2015 | 400,000 | $ | 0.4816 | $ | 192,640 | ||||||||
| 12/28/2015 | 545,000 | $ | 0.3290 | $ | 179,305 | ||||||||
| 12/30/2015 | 243,617 | $ | 0.3290 | $ | 80,150 | ||||||||
As consideration for 945,000 warrants being exercised on a cash basis, the Company agreed to issue five-year replacement warrants, covering 110% of the number of shares purchased upon exercise of the existing warrants, with exercise prices between $0.329 and $0.43 per share. Accordingly, replacement warrants covering a total of 1,039,500 shares of the Company’s common stock were issued as of December 2 and 28. In addition, the Company completed the following unregistered sales of a total of 763,421 shares of its common stock, pursuant to the purchase agreement entered into with Lincoln Park Capital, LLC on October 12, 2015for total proceeds of $272,755:
| Sale | Cash | ||||||||||||
| Date | Common Stock | Price | Proceeds | ||||||||||
| 12/2/2015 | 50,000 | $ | 0.4000 | $ | 20,000 | ||||||||
| 12/2/2015 | 259,470 | $ | 0.3854 | $ | 100,000 | ||||||||
| 12/11/2015 | 303,951 | $ | 0.3290 | $ | 100,000 | ||||||||
| 12/14/2015 | 50,000 | $ | 0.3400 | $ | 17,000 | ||||||||
| 12/16/2015 | 50,000 | $ | 0.3651 | $ | 18,255 | ||||||||
| 12/18/2015 | 50,000 | $ | 0.3500 | $ | 17,500 | ||||||||
All of the foregoing issuances were made in private placements, involving no public offering, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CACHET FINANCIAL SOLUTIONS, INC.: | ||
| (Registrant) | ||
| By: | /s/ Darin P. McAreavey | |
| Darin P. McAreavey | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
| Dated: | December 31, 2015 | |