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): June 7, 2016
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 1.01 Entry into a Material Definitive Agreement.
On June 1, 2016, Cachet Financial Solutions, Inc., a Delaware corporation (“Cachet”), entered into a Securities Purchase Agreement (“Columbus Purchase Agreement”) with Columbus CapitalPartners, L.P., (“Columbus”) pursuant to which Cachet issued a Convertible Term Promissory Note (“Columbus Note”) in favor of Columbus in the principal amount of $1,052,632 in exchange for a purchase price of $1,000,000 in a private placement offering. The Columbus Note is unsecured and is due in full on June 1, 2017.
Columbus may elect to convert the principal amount of the Columbus Note, into shares of common stock of the Cachet any time before June 1, 2017 at a conversion rate equal to the lower of (i) $0.37 per share and (ii) 80% of the Cachet’s per share price in its next underwritten public offering. Under the Columbus Note, Cachet can require Columbus to convert the Columbus Note on these same terms if Cachet’s common stock is listed on the Nasdaq Capital Market, the Nasdaq Global Market, or the Nasdaq Global Select Market.
In addition, pursuant to the Columbus Purchase Agreement, Cachet also issued Columbus a warrant to purchase up to 2,560,456 shares of Cachet common stock (the “Columbia Warrant”) with an exercise price of $0.37 per share, for a five year period, subject to adjustment as provided in the Columbus Warrant. Columbus may exercise the Columbus Warrant either by paying cash or by cashless exercise.
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.
(d) Exhibits:
| Exhibit | | Description |
| | | |
| 10.1 | | Securities Purchase Agreement with Columbus Capital Management LLC, dated June 1, 2016 (together with form of promissory note and warrant) |
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/ Bryan D. Meier |
| | | Bryan D. Meier |
| | | Executive Vice President and |
| | | Chief Financial Officer |
| | | |
| | Dated: June 7, 2016 |
