Attached files
| file | filename |
|---|---|
| EX-10.2 - DIGILITI MONEY GROUP, INC. | ex10-2.htm |
| EX-10.1 - DIGILITI MONEY GROUP, INC. | ex10-1.htm |
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
November 16, 2016
Date of Report (Date of earliest event reported)
CACHET FINANCIAL SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-37913 | 27-2205650 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
18671 Lake Drive East Southwest Tech Center A Minneapolis, MN 55317 |
55317 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (952) 698-6980
N/A
(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 |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 1.01 Entry into a Material Definitive Agreement.
On November 16, 2016, the Company entered into an unsecured promissory note with James L. Davis, a director of the Company (“Mr. Davis”), pursuant to which the Company is obligated to pay to Mr. Davis the sum of $250,000, together with all accrued interest thereon, in six monthly installments of $42,101 each, which includes interest and equates to an imputed interest rate of 5% per annum.
As an additional inducement to Mr. Davis to advance amounts under the note, on November 16, 2016, the Company also issued to Mr. Davis a warrant to purchase 45,547 shares of the Company’s common stock, subject to adjustments. The warrants issued to Mr. Davis have an exercise price of $4.94 per share, subject to adjustments, and are exercisable for a five-year period. The warrants were issued to Mr. Davis in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 above is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Promissory Note, dated November 16, 2016, issued by the Company to James L. Davis |
| 10.2 | Warrant to Purchase Common Stock, dated November 16, 2016, issued by the Company to James L. Davis. |
| 2 |
SIGNATURES
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.
November 22, 2016
| CACHET FINANCIAL SOLUTIONS, INC. | ||
| By: | /s/ Bryan D. Meier | |
| Bryan D. Meier | ||
| Chief Financial Officer | ||
| 3 |