Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - DIGILITI MONEY GROUP, INC. | Financial_Report.xls |
| EX-32 - DIGILITI MONEY GROUP, INC. | ex_32.htm |
| EX-31.2 - DIGILITI MONEY GROUP, INC. | ex31_2.htm |
| EX-31.1 - DIGILITI MONEY GROUP, INC. | ex31_1.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(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, 2013
or
o 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)
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Delaware
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27-2205650
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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18671 Lake Drive East
Southwest Tech Center A
Minneapolis, MN
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55317
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (952) 698-6980
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on which Registered
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None
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N/A
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Securities registered pursuant to Section 12(g) of the Act: Common stock, no par value per share
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o 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. o 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 o 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 o 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. o
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 o Accelerated filer o Non-accelerated filer o Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o 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, 2013 was approximately $0. As of March 26, 2014, there were 6,333,248 shares of our common stock, $0.01 par value per share, outstanding.
DOCUMENTS INCORPORATED IN PART BY REFERENCE: None.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K of Cachet Financial Solutions, Inc. (the “Company”) for the fiscal year ended December 31, 2013 (the “Form 10-K”) is being filed to amend the Company’s response to Item 9A Controls and Procedures and to provide the required XBRL exhibits within 15 days of filing the Form 10K. This amendment does not restate any previously reported financial statements, results of operations or related financial data.
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ITEM 9A.
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CONTROLS AND PROCEDURES
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Disclosure Controls and Procedures
This annual report does not include a report of management's assessment regarding internal control over financial due to the recent reverse merger. Management intends to complete its assessment for inclusion in our 2014 annual report.
Our independent registered public accounting firm advised us that during their most recent audit they identified a material weakness in internal control over financial reporting. This deficiency is related to the Company’s accounting and disclosure of certain complex debt and equity transactions and related agreements. Management is in the process of determining the plan for remediation of these matters.
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(b) Exhibits
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Exhibit No.
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Description
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31.1
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Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
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31.2
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Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
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32
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Certification pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ( filed herewith ).
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extenstion Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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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.
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Cachet Financial Solutions, Inc.
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/s/ Jeffrey C. Mack
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4/15/14
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Jeffrey C. Mack
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Chief Executive Officer
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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 April 15, 2014.
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/s/ Jeffrey C. Mack
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4/15/14
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Jeffrey C. Mack
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Chief Executive Officer
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/s/ Darin P. McAreavey
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4/15/14
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Darin P. McAreavey
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Chief Financial Officer
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/s/ James L. Davis
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4/15/14
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James L. Davis
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Director
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/s/ Michael J. Hanson
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4/15/14
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Michael J. Hanson
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Director
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/s/ Mark S. Anderson
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4/15/14
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Mark S. Anderson
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Director
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/s/ Terril H. Peterson
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4/15/14
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Terril H. Peterson
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Director
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