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): November 25, 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.
From October 2015 through November 30, 2015, the Company completed the unregistered sale of 1,650,000 shares of its common stock, pursuant to warrant exercise notices, at an exercise price of $0.4816 per share for total proceeds of $794,640. As consideration for the 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 an exercise price of $0.4816 per share. Accordingly, replacement warrants covering a total of 1,815,000 shares of the Company’s common stock have been issued through the date of this filing. In addition, on November 11, 2015, the Company issued a financial advisory services firm a total of 175,000 shares of unregistered common stock in consideration for services provided as part of completing the Company’s Series C Convertible Preferred Stock offering in June of 2015. Also, on November 25, 2015, the Company issued an investor a warrant a five-year warrant to purchase 168,117 shares of common stock at $0.4816 per share in consideration for the investor providing the Company sales referrals to various banks and credit unions.
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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: November 30, 2015 | ||
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