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 | |